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A SELECTIVE MICROFILM EDITION

PART IV
(1899-1910)

Thomas E. Jeffrey
Lisa Gitelman
Gregory Jankunis
.David W. Hutchings
Leslie Fields

Theresa M. Collins
Gregory Field
Aldo E. Salerno
Karen A. Detig
Lorie Stock

Robert Rosenberg
Director and Editor

Sponsors

Rutgers, The State University Of New Jersey
National Park Service, Edison National Historic Site
New Jersey Historical Commission
Smithsonian Institution

University Publications of America
Bethesda, MD
1999

Edison signature used with permission ofMcGraw-Edisou Company

Thomas A. Edison Papers
at

Rutgers, The State University
endorsed by

National Historical Publications and Records Commission
18 June 1981

All rights reserved. No part of this publication including any portion of the guide and index or of
the microfilm may be reproduced, stored in a retrieval system, or transmitted in any form by any
means— graphic, electronic, mechanical, or chemical, includingpliotocopying, recordingor taping,
or information storage and retrieval systems— without written permission of Rutgers, The State
University, New Brunswick, New Jersey.

The original documents hi this edition are from the archives at the Edison National Historic Site
at West Orange, New Jersey.

THOMAS A. EDISON PAPERS

Robert A. Rosenberg
Director and Editor

Thomas E. Jeffrey
Associate Director and Coeditor

Paul B. Israel

Managing Editor, Book Edition
Helen Endick

Assistant Director for Administration

Associate Editors
Theresa M. Collins
Lisa Giteiman
Keith A. Nier

Research Associates

Gregoiy Jankunis
Lorie Stock

Assistant Editors
Louis Carlat
Aido E. Salerno

Secretary
Grace Kurkowski

Amy Cohen
Bethany Jankunis
Laura Konrad
Vishal Nayak

Student Assistants

Jessica Rosenberg
Stacey Saelg
Wojtek Szymkowiak
Matthew Wosniak

BOARD OF SPONSORS

Rutgers, Tlie State University of New
Jersey

Francis L. Lawrence
Joseph J. Seneca
Richard F. Foley
David M. Oshinsky
New Jersey Historical Commission
Howard L. Green

National Park Service
John Maounis
Maryanne Gerbauckas
Roger Durham
George Tselos
Smithsonian Institution
Bernard Finn
Arthur P. Molella

EDITORIAL ADVISORY BOARD

James Brittain, Georgia Institute of Technology
R. Frank Colson, University of Southampton
Louis Golambos, Johns Hopkins University
Susan Hockey, University of Alberta
Thomas Parke Hughes, University of Peimsylvania
Peter Robinson, Oxford University

Philip Scranton, Georgia Institute of Technology/Hugley Museum and Library
Merritt Roe Smith, Massachusetts Institute of Technology

FINANCIAL CONTRIBUTORS

PRIVATE FOUNDATIONS
The Alfred P. Sloan Foundation
Charles Edison Fund
The Hyde and Watson Foundation
National Trust for the Humanities
Geraldine R. Dodge Foundation

PUBLIC FOUNDATIONS
National Science Foundation
National Endowment for the
Humanities

National Historical Publications and
Records Commission

„ PRIVATE CORPORATIONS AND INDIVIDUALS
IMO Industries

Mr. and Mrs. Stanley H. Katz
Matsushita Electric Industrial Co., Ltd.
Midwest Resources, Inc.

AT&T

Atlantic Electric

Association of Edison Illuminating
Companies

Battelle Memorial Institute
The Boston Edison Foundation
Cabot Corporation Foundation, Inc.
Carolina Power & Light Company
Consolidated Edison Company of New
York, Inc.

Consumers Power Company
Cooper Industries
Corning Incorporated
Duke Power Company
Entergy Corporation (Middle South
Electric System)

Exxon Corporation

Florida Power & Light Company

General Electric Foundation

Gould Inc. Foundation

Gulf States Utilities Company

David and Nina Heitz

Hess Foundation, Inc.

Idaho Power Company

Minnesota Power
New Jersey Bell
New York State Electric & Gas
Corporation

Nortli American Philips Corporation
Philadelplua Electric Company
Philips Lighting B.V.

Public Service Electric and Gas Company

RCA Corporation

Robert Bosch GmbH

Rochester Gas and Electric Corporation

San Diego Gas and Electric

Savoimoh Electric and Power Company

Schering-Plough Foundation

Texas Utilities Company

Thomas & Betts Corporation

Thomson Grand Public

Transamerica Delaval Inc.

Westinghouse Foundation
Wisconsin Public Service Corporation

A Note on the Sources

The pages which have been
filmed are the best copies
available. Every technical
effort possible has been
made to ensure legibility.

PUBLICATION AND MICROFILM
COPYING RESTRICTIONS

Reel duplication of the whole or of
any part of this film is prohibited
In lieu of transcripts, however,
enlarged photocopies of selected
items contained on these reels

may be made in order to facilitate
research.

LEGAL SERIES

The Legal Series consists of correspondence, printed litigation records,
case files, agreements, and other legal documents. The documents for the
period 1899-1910 appear in the following order: (1) Harry F. Miller File; (2)
Richard W. Kellow File; (3) Legal Department Records. The Miller and Kellow
files consist primarily of agreements and other legal documents, such as
assignments, licenses, powers of attorney, deeds, and bonds, along with a
small amount of related correspondence. The Legal Department Records
consist of correspondence, patent interference files, litigation case files,
agreements, and other documents relating to the activities of the Legal
Department, a centralized office for the consideration of legal matters involving
Edison and his companies.

Harry F. Miller File. Harry F. Miller began his association with the Edison
laboratory in 1 888 in the office of John F. Randolph; he succeeded Randolph
as Edison's private secretary in 1 908. Miller also served as an official in several
Edison companies, including the National Phonograph Co. and Thomas A.
Edison, Inc. Although most of the documents in the Miller File date from the
nineteenth century, there is also some material from the twentieth century. The
documents for 1899-1910 relate primarily to phonographs, ore milling, and
batteries, as well as to Edison's personal and corporate finances. Included are
agreements and other items pertaining to the Edison Manufacturing Co.,
Edison Phonograph Works, Edison Portland Cement Co., National
Phonograph Co., and other Edison companies. Also included are agreements
and other documents concerning the commercial use of Edison's name by
Thomas A. Edison, Jr., and others.

Richard W. Kellow File. The majority of items in the Kellow File date
from the first three decades of the twentieth century. For much of this period,
Kellow served as a secretary of Thomas A. Edison, Personal Interests, which
became a division of Thomas A. Edison, Inc., after the organization of that
company in February 1911. The documents for 1899-1910 include material
pertaining to the corporate identity and the finances of the Edison Portland
Cement Co. and Edison-Saunders Compressed Air Co.; items relating to real
estate, insurance, and royalty agreements; and documents dealing with the
sale and promotion of storage batteries and electric vehicles.

Legal Department Records. Established in 1 904, the Legal Department
centralized the business of Edison, his laboratory, and his companies for the
consideration of legal matters. It dealt primarily with patent concerns, including
applications, interferences, and infringement litigation, but it also handled a
variety of other legal matters, such as real estate transactions, copyright and
trademark cases, and the execution of agreements, assignments, and licenses.
Edison's personal attorney, Frank L. Dyer, served as general counsel of the
Legal Department. He continued to manage its affairs even after he became
Edison’s chief executive officer in 1908, replacing William E. Gilmore as
president of the National Phonograph Co. and several other Edison
companies. The records of the Legal Department consist primarily of files that
Dyer, his staff, or his predecessors collected and maintained on individual
subjects or cases. The documents for 1 899-1 91 0 are arranged by subject into
five groups: (1) Battery; (2) Cement; (3) Motion Pictures; (4) Phonograph; and
(5) Edison’s Name.

The selected material in the Legal Series includes agreements and other
legal instruments pertaining to the activity of Edison and his companies; patent
interference files providing descriptions or exhibits of experimental work done
by Edison and his associates; litigation case files that demonstrate Edison’s
involvement in the progress of litigation or that broadly concern his
experimental work and the business and legal strategies of his companies; and
related correspondence. Whenever there are multiple copies or variant
versions of the same document, the signed original (if available) has been
selected. If a signed original cannot be found, the copy that most closely
approximates the final document, such as a copy entered into evidence during
litigation, has been selected. Drafts of agreements and other legal documents
have also been selected if they are in Edison's hand or if there are significant
variations between a draft and the final document.

Among the items not selected are patent assignments, letters of
transmittal and acknowledgment, announcements of shareholders’ meetings,
proxies, powers of attorney, routine memoranda between attorneys, and
perfunctory communications with the courts. Also unselected are the numerous
suits in which Edison or one of his companies was at least nominally involved,
but for which there is no evidence of Edison’s direct participation. Because of
the vast quantity of material in the Legal Department records, detailed
descriptions of the unselected case files and other unselected records have not

been presented. A comprehensive finding aid is available at the Edison
National Historic Site

Documents of a legal orquasi-legai nature also appear in other series on
the microfilm. The Document File Series includes numerous agreements
between Edison and other parties, along with memoranda by Edison regarding
proposed contracts; correspondence between Edison and his attorneys; and
material relating to the formation and activities of the Legal Department.
Corporate documentation and other material of a legal nature, including
correspondence and other items pertaining to the progress of litigation, can
also be found in the Company Records Series.

HARRY F. MILLER FILE

The documents in this file cover the years 1870-1929, but most of the
items were generated in the nineteenth century. The material for 1899-1910
consists primarily of contracts and agreements, assignments and licenses,
powers of attorney, deeds, bonds, and other legal documents. There is also a
letterbook covering the years 1908-1916, along with unbound memoranda,
correspondence, and financial documents such as bank notes, stock
certificates, bills, and receipts. The documents relate primarily to phonographs,
ore milling, and batteries, as well as to Edison's personal and corporate
finances. Included are agreements and other items pertaining to the Edison
Manufacturing Co., Edison Phonograph Works, Edison Portland Cement Co.,
National Phonograph Co., and other Edison companies. Also included are
agreements and other documents concerning the commercial use of Edison's
name by Thomas A. Edison, Jr., and others.

Among the documents for 1899 are an agreement with Charles E.
Stevens regarding foreign phonograph sales; a contract with William L.
Saunders of the Ingersoll-Sargeant Drill Co.; and financial agreements between
Edison and investors in the Edison Portland Cement Co. The items for 1900
include statements of Edison's account with the Galisteo Co. for expenses
involved in gold ore experiments; an agreement with the American Mutoscope
S Biograph Co.; and documents pertaining to bond transactions and stock
options involving the Edison Phonograph Works and Edison Portland Cement
Co.

Also included are profit and loss statements for the Foreign Department
of the National Phonograph Co. (1 901); documents dealing with the resignation
of Charles E. Stevens as Foreign Department manager (1902); statements by
Cloyd M. Chapman and Robert A. Bachman regarding an accident at the
briquetting oven at the West Orange laboratory (1903); an agreement between
Thomas A. Edison, Jr., and his future wife, Beatrice Willard (1905);
agreements pertaining to the manufacture of the patent medicine, Edison
Polyform (1 906-1 907); a memorandum by Edison concerning the payment of
a $3,000 loan from William E. Gilmore to Frank L. Dyer (1908); documents
relating to the ownership and disposition of the stock of the Edison Phonograph
Works and International Graphophone Co. (1909-1910); and a 16-page set of
"Instructions for Keeping Various Solutions Under Control For the Production
of Nickel Flake” for storage batteries (ca. 1910).

The unbound documents in the Miller File were originally filed in
envelopes. These envelopes and theircontents lacked consistent chronological
or topical organization. The folders in the archival record group correspond to
the original filing system. A detailed finding aid is available at the Edison
National Historic Site. The material selected for publication has been
rearranged chronologically.

Approximately 70 percent of the documents for the period 1899-1910
have been selected. The unseiected material includes numerous duplicates
and variant versions of other documents in the Miller File and elsewhere. Also
not selected are agreements and correspondence with users of the Edison
Phonoplex System of Telegraphy; routine items pertaining to stock holdings,
note transfers, journal entries, and other financial matters; leases and routine
property documents; receipts, correspondence, and other items relating to
insurance policies; powers of attorney; letters of transmittal and
acknowledgment and other non-substantive correspondence; and the
envelopes and accompanying summary sheets.

HARRY F. MILLER FILE
1899

This is to certify that the business carried

on by me under the name C.E. Stevens, at the Edison Build¬
ing, on Broad Street, New York City, and all the assets
belonging to that business are the property of William E.
Gilmore, Trustee, and is carried on by me for his benefit.
Dated at New York this day of

— - — , eighteen to

/cfwk^t-A AATlb^t'-

/ r \s, .

Hl)

, eighteen hundred and ninety-nine.

THOMAS A. EDISON
with

WILLIAM L. SAUNDERS and

THE INGERSOLL-SEROEANT
DRILL COMPANY.

AGREEMENT .

Dated March 1899.

I MEMORANDUM OP AGREEMENT

made this 23rd day of March, 1899, between
THOMAS A. EDISON of Orange, County of Essex, State of
New Jersey, party of the first part, and WILLIAM L.
SAUNDERS of North Plainfield, County of Somerset, State of
New jersey and THE INGERSOLL-SERGEANT DRILL COMPANY, a cor¬
poration organized and existing under the laws of the
State of West Virginia and having its principal place of
business in the City of New York, State of New York, parties
of the second part;

WHEREAS, the said Edison is the inventor of a new
and useful Method of and Apparatus for Re-heating Compressed
Air for ’Industrial Purposes upon which an application for
Letters Patent of the United States was filed in the United
States Patent office February 27, 1899, Serial No. 706,976,
and upon which invention an application for a British pat¬
ent has been prepared and is about to be filed; and

WHEREAS, the said Edison is the sole owner of all
rights to the said invention and of the patents which may be
granted thereon for the United states and Great Britain; and
WHEREAS, the parties of the second part obtained
Letters Patent of the United States No. 486,411, granted
November 15, 1892, upon the invention of the said Saunders
relating to a new Method of Increasing the Efficiency of
Motor Fluids, which invention is also covered by British
Letters Patent No." 20,676 ‘ of the year 1892,' the

parties of the second part being the sole owners of said
United States and British patents and of all rights thereun¬
der; and

WHEREAS , the^parties hereto are desirous of exploit¬
ing the said inventions of said Edison and said Saunders
in the United States and Great Britain as a single enter-

I IT IS AGREED as follows:

1. A corporation shall forthwith be organized
under the laws of the State of New Jersey, with a capital
stock of Ten thousand Dollars ($10,000), to be known as
The Edlson-Saunders Compressed Air Company, and which cor¬
poration shall purchase and become the owner of the said
inventions of the said Edison and said Saunders for the
United States and Great Britain, and of the patents already
issued upon the invention of said Saunders for said coun¬
tries and of the patents which may be issued upon the ap¬
plications before referred to of the said Edison.

2. It is further agreed that the consideration to be
paid for said inventions and patents shall be respectively
Seven thousand five hundred Dollars ($7,500) to the said
Edison and Two thousand five hundred Dollars ($2,500) to

the parties of the second part; and the parties hereto
agree to take the capital stock of said Company, at par, in
payment of said amounts .

3. It is further agreed that immediately upon the
organization of the said corporation the parties hereto will
for thwi th ,and for the consideration before mentioned, as¬
sign to said corporation . the entire right, title and inter¬
est in said inventions and the patents already issued and
which may be Issued thereon for the United States and
Great Britain.

IN TESTIMONY WHEREOF, the parties have executed
these presents (the said The Ingersoll-Sergeant Drill
Company by. its officers thereto duly authorized) the day

-2-

'olu* £■ ,■

In presence of:

In consideration of the premises herein stated
it is understood and agreed between the parties hereto that
the Ingersoll Sergeant Drill Col. is to have the exclusive'. right
to the inventions in the United States and England covered
by said patents for mines, tunnels and quarries, upon pay¬
ment of a royalty the amount of which is hereafter to 1
agreed upon by the parties to this instrument, but such li- |
cense shall not be transferable.

the ik - ;

J ~ Northern Centmlllailway Co. Phihula., mini. i'JlaUaJt./t.Co.

West Jersey tout Seas/ioreJtailroad Company.

[ RECEIVED j

JUN.-ia-t8»0

AnstilJli

Mr. T. A. Edison,

Oranga, TT.J.

Dear Sir:-

I have not acknowledged receipt of your faWr 0/

August 15th, 1898, as X have been canvassing our line in the
hope that I could introduce enough phonoplex circuits to make
it worth our while to take advantage of the arrangement made
some time ago between Mr. Logue and myself whi ch was approved
by your letter.

To my surprise and regret it has not seemed practicable
to so materially increase the number of phonoplex circuits as
to make it worth while to take advantage of this arrangement.
Indeed it seems that it is to our best interest to dispense
with one of the circuits in effect and I will ask you to take
this as notice that we expect to discontinue the circuit that
we are now working between Philadelphia and Camden on the 1st
of July, 1899.

As above, I am very sorry that we cannot make the pro¬
posed arrangement as it seemed to be a equitable method of
adjusting the loss which we have suffered in paying you for
circuits which we have not psed^, but possibly you can suggest
some other method by vrhich we can be compensated for this loss.

Allow me also to express my regret that I was not able
to attend the meeting of the Railway Telegraph Superintendents
at Wilmington recently and therefore missed the great pleasure
of meeting you personally.

I trust that it will not be long before X may have , this
pleasure.

Yours very truly,

Supt. Telegraph,

| BY WILLIAM E. GILMORE ]

Pennsylvania P. Oo. ,

A. Hale,. Esq. , Supt. Telegraph,
Philadelphia, Pa.

Dear Sir;

Mr. Edison referred to me some little time ago your communi¬
cation of June 17'th acknowledging the receipt of his letter' of August
15th, 1800, regarding a certain understanding reached by you', with our
Mr. Logue (and which we assume was accepted), all of, [which wa? outlined
in Mr. Edison's comimfaioation above referred to. i iLijgiie, ^ho is
thoroughly familiar with the situation, has been WesitV, and I hail hoped
to haVe him back here before now, but certain phonoplex -circuits , that
i-yy’da necessary for jus to erect for the Western Unibri TelegraphCo.

other Companies in the West has necessitated his '''going through to
the Pacific coast, so that at present he is somewhere jin the neighbor¬
hood of Los Angeles. It v/as our understanding that the arrangement as
outlined in Mr. Edison's letter of August 15th was entirely satisfactory
to you and we had hoped to work out the arrangement to -the mutual!- .
satisfaction of both your Company and ourselves. However, I must
apologise for not having acknowledged your communication ‘before, but I

Type "Q" Cel I,

Penna* R. R. Co. (2) 7/11/99.

must now ask that the matter now be deferred pending Hr. Loguo ' s return,
a» in view of the fact that the arrangement was made with him orlginallfr
and subsequently confirmed by contract with Hr. Edison, and as X can not
thoroughly familiar with all the details I would like to have a full
talk with him on the subject. He is moving so rapidly around the country
that I am unable to .reach him except by wire, but the last correspon¬
dence from him indicated that he hoped to return within the next .go
days. I would therefore suggest that further consideration of this
subject bo deferred unf.il his return East, when I will be very glad to
advide you , as to what, if any, other arrangement can bo effected.

Yours very truly,

te/iw

General Manager.

Mr. w. i. onjwtfft,

General Mtaa^e**, Sain^n Kanuf , Cqmp
Oranpo , ^.J.

Dear 81r:-

Yours of tiie lUfa instant ha£ lwie» hbldJ>ondlir>G t)f
absence from town. Z shall be Vary .glad to ^aUc this matter
over with Mr. Lofiwe, 'tot X have ’to advise you that on tho basis
of my letter of June 17th, we have already il^otmtinued th*
phonoplex circuit between Philadelphia and CAmfon as of July 1st.

As explained In my letter of June £T($tt to Mr. Xdisog
it was originally my hops tod expectation that the arrangement
outlined in his letter of August 18th, 1888, would ho satis*
factory, but under present circumstances t oamjot see how it can

r Wc b.ved'

Ay, JUL-riO. 18!)!)

I ^Anstf . ,, . .

Yours tml/t

supt. Yeiegraphi

be carried out,

THIS AGREEMENT, made this /< r^(- rvv J day

of ^tnKuJrtrt - A.D. 1899, between THOMAS A. EDISON, of the first

part, and CHESTER R. BAIRD, of the second part:

WITNESSETH that the sa’ld parties, in consideration of the
sum of one dollar each unto the other in hand well and truly paid
at or before the ensealing and delivery hereof, ‘the receilpt where¬
of is hereby acknowledged, do covenant and agree to and with each

1.. The said Thomas A. Edison agrees to sell and deliver to
the said Chester R. Baird one hundred $1,000 First Mortgage
Gold Bonds of the Edison Pho<Jogra3m?sr ks , a corporation duly or¬

ganized under the laws of the of Mh;;
certain mortgage bearing date\AugiqirJ>2nd,
said Edison Phonograph Works to\he sStgH
pany of Newark, New Jersey, recorded int^i
County, New Jersey, October 25, 1897,\inS

Mortgages, Page 487, etc.

i of Nhw jersey, secured by a
ft"2nd, A\D. 1897, made by the

ty Srust & Deposit Com-
gister^s Office of Essex

The said Chester R. Baitnagrges buy from the said

Thomas A. Edison the said bonds of 1

.Edison Phonograph Works

and to pay the said Thomas A, Edison therefore the sum of $100,000
in cash within thirty days after the ex£$uti6n of this agreement.

3. At any time within t

i year afteif^he faotory of The

Edison Portland Cement Company, a corporatioh^organized under the
laws of the state of New jersey, begins to manufacture cement in. ..
commercial quantities, the said Thomas A. Edison, will exchange at
the option of the said Chester R. Baird, any or all of the said
bonds of the Edison Phonograph Works at par for stock of the said
Edison Portland Cement Company at $10 per share, the par thereof
being $50. per share, that is to say, *ar any bond of the Edison
Phonograph Works of the face value of $l,000,he< will give 100
shares of stock of the Edison Portland Cement Company.

4. The said Thomas A, Edison will at the time of the execu-

* ^eP°Slt Gtaf^aJ

i 10,000 shares of>the Edison Portland Cement Company in f'

his name and duly assigned in blank by him > to be heid by said
depositary during the period of one year from the time that the

said Edison Portland Cement Company begins to manufacture oement
in commercial quantities as aforesaid, in trust to deliver the
whole or any part thereof to the said Chester R. Baird upon receiv¬
ing from him bonds of the Edison Phonograph Works, in the ratio'
above specified.

At the expiration of said year, • so much of said stock
as the said Chester R. Baird shall not have exercised his option
to take shall be delivered to the said Thomas A. Edison.

It is hereby agreed that should the said Chester R. Baird
desire to sell any or all of the said bonds, he shall offer them to
the said Thomas A. Edison at par with accrued interest before mak¬
ing sale of them to, any other parties;

BT Y/ITEES3 TOEREOP the said parties have hereunto set

'JSEAJ.)

THIS AGPEKHEDT, made this ninth (9) day of December, J

A. Ii. 1899, between THOI HAS A. EDIROH, of the first part, and CHESTER
R. BAIRD, of the second part:

WITI1E3SETH that the said parties, in consideration of the
sum of one dollar each unto the other in hand well and truly paid \

at or before the ensealing and delivery hereof, the receipt where- !

of is hereby acknowledged, do covenant and agree to and with each
other as follows: I

1. The said Thomas A. Edison agrees to sell and deliver to j

the Bald Chester R. Baird one hundred $1,000 First Mortgage 5$

Gold Bonds of the Edison Phonograph Works, a corporation duly or¬
ganised under the laws of the State of Maw jersey, secured by a
certain mortgage bearing date August 2nd, A. II. 1897, made by the
said Edison Phonograph Works to the Fidelity Trust and Deposit Com- j

pany of Howurk, Hew jersey, recorded an negioi.nr’o Office of Essex ■-

County, Hew Jersey, October 25, 1897, in book Ho. 83 of Chattel j

Mortgages, Page 487, etc., and in book 0 13 of Mortgages, page |

125, etc. .

2. The said Chester R. Baird agrees to buy from the said
Thomas A. Edison the said bonds of the. said Edison Phonograph Works,
and to pay the said Thomas A. Edison therefore the sum of $50,000

in cash, the receipt of which is hereby acknowledged, and the fur¬
ther sum of $50,000, within thirty days from the date hereof.

3. At any time prior to one year after the factory of The
Edison Portland Oeraent Company, a corporation organised under the
laws of the State of Hew Jersey, begins to manufacture Cement in
commercial quantities, the said Thomas A. Edison will exchange at
the option of the said Chester R. Baird, any or all of the said
bonds of the Edison Phonograph Works at par for stock of the said
The Edison Portland Cement company at $10 per share, the par thereof
being $50. per share, that is to say, for any bond of the Edison
Phon^rgyaph works of the face val^ of $1,000, he will give 100
shares of the stock of the Edison Portland Oeramt Company. ^

u 04.

k;i. ju jrtfjjq owq fMiT*

b3M' jou‘ T» oowdTCjGj..'.;;'Toi.

tj ' ;iVXIiD‘ o*. f-W« aecouy

Vij* J9ao‘ pq#&oe» iliOHVa.-V* EDIUOSi* »i «/o u*.of wiiq (

a, ma vcsumasia.?. *wfe fyjfu uiw+’k (a) qsrx o* ijecoujjej

4. The said Thomas A. Edison will at the time of the execu¬
tion of this agreement deposit with the West End Trust and Safe
Deposit Company of Philadelphia, Pennsylvania, 10,000 shares of
the Edison Portland Cement company in his name and duly assigned
in blanlc hy him to he held by said depositary during the period of
one year from the time that the said Edison Portland Cement Company
begins t o manufacturs cement in commercial quantities as aforesaid,
in trust to deliver the whale or any part thereof to the said
Chester R. IJaircl upon receiving from him bonds of the Edison phono¬
graph Works, in the ratio above specified.

At the expiration of said year, so much of said stock
as the said Chester R. Baird shall not have exercised his option
to take shall be delivered to the said Thomas A. Edison.

It is hereby agreed that should the said Chester R. Baird
desire to sell any or all of the said bonds, he -shall offer them to
the said Thomas A. Edison at par with accrued interest before malt¬
ing sale of them to any other parties.

Ill WITHESS WHEREOF the said parties have hereunto set
their hands and seals.

SEALED AHD DELIVERED f
in the presence of )

HARRY F. MILLER FILE

1900

THIS AGREEMENT made this ninth (9) day of January,
A.D. 1900 between Thomas A. Edison of the first parV^ and -
Chester R. Baird of the seoond part :

/WITNESSETH: - That the said parties in considera¬

tion of the sum of one dollar each unto the other in hand
well and truly paid at or before the ensealing and delivery
hereof, the receipt whereof is hereby acknowledged, do
covenant and agree to and with each other as follows:--

EIRST: — That the second clause of the agreement
1 dated the ninth (9) day of December, A. D. 1899 between
jj tlie parties hereto is hereby cancelled and made void.

SECOND:-— That the following is to be substituted
jj for toe second clause as aforesaid and is hereby made a
part of the agreement dated the ninth (9) day of December,

| A* D. 1899 - "The said Chester R. Baird agrees to buy

from the said Thomas A. Edison the said bonds of the said
Phonograph Works, and to pay the said Thomas A. Edison—
j therefore the sum of fifty thousand dollars -(-$5 0,000) in

j cash— the receipt of which is hereby acknowledged,— and

j the further sum of fifty thousand dollars— ($50,000) — to
be paid in equal monthly payments of ten thousand dollars-
j ($10,000)-- each, said payments to bear interest at the

| rate of six per cent (6^) per annum and to be represented .

j by notes of the 3aid Chester R. Baird, drawn to the order

jj °f said Thomas A. Edison, dated January ninth, (9), 1900,-
jj and due respectively in one, two, three, four and five
jj months. On payment of any note the said Thomas A. Edison
ij agrees to deliver to the said Chester R. Baird bonds as
aforesaid to the par value equal to the amount of the note

(2)

THIRD: - There is no change in any of the other

terms ^and conditions of the agreement dated the ninth (9)
day of December A. D. 1899., except in clause two as afore¬
said, and all the other terms and conditions remain in
force and are binding upon the parties hereto.

IH WITNESS WHERE OE : The said parties have hereun¬
to set their hands and seals

)

ffiicAatrtJlCZh/fr.
/>WtA /..*%) yen

uS/w/m/) ft'. fy/rK

Mm-, Jy. •&,,/*,, 6* Y,,/rJ'ff,r,,.J,J.

'■ .9/A^«Y/Lct.

>/’/>. January 20, 1900.

fZM'.'AMnr

J&7t/Vrf;. A tV‘ )/•//%

X/.. VtK.M/0/tVK

W. S. Mallory, Esq.,

O/o Edison laboratory,

Orange, M.J.

Dear Mr. Mallory ,-

I enclose two copies of the new agreement between
Mr. Edison and the One Milling Company, and I also return the
draft agreement and the Galisteo agreement. If you have the
original Qalisteo agreement, you should add the signatures to
Schedule A so as to make it complete. I also enclose a draft
for a proxy, which you can have printed and sent out with the

(R.JT.D.)

(Enclosures)

[ATTACHMENT]

MEMORANDUM O? AGREEMENT made this ':,v . day

of January, 1900, between THE EDISON ORE MILLING COMPANY,
LIMITED, a corporation of the state of How York, hereinaf¬
ter called “the Company", party of the first part, and
THOMAS A. EDISON, of Orange, New Jersey, party of the sec¬
ond part .

WHEREAS the parties hereto entered into certain
agreements dated January 12th, 1880, and October 14th, 1887;
and whereas by said agreement of October 14th, 1887, it was
agreed that the said Edison should advance a sum not exceed¬
ing twenty-five thousand dollars ($25,000) for expenses in¬
curred in the interest of the Company in devising a practi¬
cal system for the extraction of the precious metals from
ores, tailings, gravel and other deposits, and in procuring
patents on the seme; and whereas by said agreement of Octo¬
ber 14-th, 1887, it was further provided that in case the ex¬
periments of the said Edison did not result successfully,
he, the said Edison, should make no claim on the Company
to reimburse the amount so advanced by him, but if said ex¬
periments were successful, all moneys advanced by said Edi-
! son for said purpose should be repaid to him by the Company;

AND WHEREAS the said Edison did advance, or caused
to be advanced, the said sum of twenty-five thousand dollars
($25,000) on account of said expenses without bringing said
experiments to a successful termination and without succeed¬
ing in devising a practical system for the extraction of the

[ATTACHMENT]

precious metals from ores, tailings, gravel or other de¬
posit s; hut the said Edison continued to advance, and to
[ induce others than the Company to advance, money for carry¬
ing on said experiments and procuring said patents until
large sums over and beyond said sum of twenty-five thousand
dollars ($25,000) have been advanced and oxpended for that
purpose, and the said Edison believes that he is about to
attain success in said experiments in the direction of the
extract ion of the gold from dry placer gold bearing deposits;
and whereas the interest of the Company in the successful
results of the said experiments and in the patents based
thereon is in doubt, and it is the desire of the parties
to make that interest certain;

NOW THEREFORE , in consideration of the foregoing
premises and of the sura of one dollar by each party to the
other paid, it is agreed as follows;

1. The said agreements of January 12th, 1880, and
October 14th, 1887, are hereby cancelled, and all rights or
interests of the Company in or to the inventions and patents
of the said Edison, except as hereinaftor provided, hereby
revert to the said Edison. The Company will execute an as¬
signment to the said Edison of all patents and applications
for patents of which the Company may now hold the legal'1--' -
title.

2. The parties hereto hereby mutually release each
other from all obligations under said contracts, and from
any and all claims for damages for any and all breaches

■? ■' 2.

[ATTACHMENT]

thereof; and further, the said Edison hereby releases the
Company from all claims or demands for any work done by him
for the Company, and for moneys advanced by him to it or for
it on its request.

3. It is understood and agreed that the Company
does not by this agreement assign to said Edison its inter¬
est in a certain license agreement made between the Company
and New Jersey and Pennsylvania Concentrating Works dated
November 18th, 1889, and modified by subsequent agreements
dated December 31st, 1890, and March 19th, 1894, covering
the use of the inventions of said Edison for the purpose of
separating iron ore in the states of Hew Jersey and Pennsyl¬
vania, nor its interest in a certain license agreement made
between the Company and said Edison dated May 31st, .1890,
covering the use of the inventions of the said Edison for
the purpose of separating iron ore in the Counties of Sulli¬
van, Orange, Rockland, Putnam, Ulster and Westchester in the
State of New York* the said Edison hereby ratifies said two
license agreements, and confirms the authority of the Com¬
pany to make the said two agreements and no others.

The Company, however, hereby covenants and agrees
that should it be requested so to do by either or both of
the licensees under said license agreements, ;it will consent
to the following modification of either or both of said li¬
cense agreements, to wit: that the royalty payable by said
licensees shall be ten conts per ton of 2240 pounds railroad
weight on all concentrates shipped when the not selling
price f.o.b. the mill from which it is shipped is six cents
3.

[ATTACHMENT]

or less per unit of metallic ironj eleven cents per ton
aforesaid when the net selling price aforesaid is more than
six cents and not more than seven cents per unit of metallic
iron] twelve cents por ton aforesaid when the net selling
price aforesaid is more than seven cents and not more than
eight cents per unit of metallic iron; and fifteen cents
per ton aforesaid when the net selling price aforesaid is
more than eight cents per unit of metallic iron} and that
the royalty shall only be chargeable on concentrates actual¬
ly shipped, and that said licensees shall not bo obligated
to guarantee or pay any definite minimum amount of royalty.

4. The said Edison having recently perfected a
process and apparatus for working the dry placer gold de¬
posit known as the Ortiz Mine Grant located in Santa Fe
County, Hew Mexico, and having entered into a contract re¬
lating thereto with the Oalisteo Company, a corporation of
the state of Maine (a copy of which contract is hereto an¬
nexed, marked "Schedule A*), the said Edison covenants, for
himself and legal representatives, to pay to the Company
one-half of the net amounts received by him or his legal
representatives (over and above all expenses) from the de¬
signing, erecting and operating of the mill or mills for
working said placer deposit under said a ont r actor.und or
any extension, enlargement or modification thereof.

5. The said Edison further covenants, for himself
and his legal representatives, to pay to the Company one-
half of the net proceeds (over and above all expenses) re-

[ATTACHMENT]

ceived by him or his legal representatives during eight
years from the date hereof, for the designing, erecting and
operating of any other, mill or mills for working any dry
placer deposit in bho United States or Canada which may he
operated in substantially the same manner as the mill now-
in experimental operation on the gravel of the Ortiz Mine
Grant; and if during said period of eight years any such
mill or mills shall be erected by him or his legal repre¬
sentatives under a contract by which he or his legal repre¬
sentatives have an interest in the profits arising from the
operation of the same, then and in that case one-half of the
net amount (over and above all expenses) received from such
operation by said Edison or his legal representatives after
the expiration of said period of eight years shall be paid
to the Company.

6. It is understood that the Company shall not be
liable for any expense or losses incurred by the said Edi¬
son or his legal representatives in designing, erecting or
operating the mill or mills referred to in the last two pre¬
ceding sections of this agreement, except it shall boar its
share of expenses and losses in the division of the amounts
referred to in said two. preceding sections.

It being the intention of the said Edison in ^the
operation of the mills referred to in the two prooeding sec¬
tions to give a bonus or commission to secure the efficient
management of said mills, it is understood that such bonus
or commission may be deducted by said Edison or his legal

[ATTACHMENT!

representatives as an expense before dividing said not
| amounts with the Company hore under, it being understood
j that only the net amounts actually finally received by said
Edison or his legal representatives shall be divided here¬
under.

IN WITNESS WHEREOF the parties hereto (THE EDISON
ORE MILLING COMPANY, LIMITED by its officers thereto duly
authorized) have hereunto set their hands and seals the day
and yoar first above written.

[ATTACHMENT]

to me known, who being by me duly sworn aooording to law on
hio oath doth depose and say that he is the secretary of THE
EDISON ORE WILING COMPANY, LIMITED, one of the parties to
the foregoing agreements that the seal affixed to said in¬
denture is the corporate seal of said corporation; that it
was so affixed by order of the stockholders of said cor¬
poration; that WALTER S. MALLORY is the vice-president of
said corporation; tliat he saw the said Walter 8. Mallory
as such officer sign the said indenture, and heard him de¬
clare that he signed, sealed and delivered the same as the
voluntary act and deed of the said corporation by its order,
and tliat this deponent signed his name thereto at the same
time as a subscribing witness.

Subscribed and sworn to before xn<
this 2> 3 \ day of February in
the year one thousand nine hundred;.:

■yL tfc t-

r one i;nousgna nine Hundred;.: f\

Etate of Now Jersey, )

. : ss .

ounty of Essex, }

HE IT REJEMBERED that on the s ^ —
|lay, of February in the year one thousand nine hundred, be-
’ore me, ALEXANDER ELLIOTT Jr., a Master in Chancery for the
itate of New Jersey, personally appeared JOHN F. RANDOLPH,
o me known, who, being by me duly sworn according to law,

[ATTACHMENT]

M* an . 25rd 1900.

Thomas A. Edison Esq.

Orange, N. J.

Dear Sir:-

I understand that in the contract between us dated December
9th 1899 the terms of payment as mentioned in clause #2 have been changed
so that the agreement is now as follows:-

"The said Chester R. Baird agrees to buy from the said
Thomas A. Edison the said bonds of the said Edison
Phonograph Works, and to pay the said Thomas A.

Edison therefor the sum fcf $50,000 in cash, the
receipt of which is hereby acknowledged, and the
further sum of $50,000 to be paid in equal monthly
payments of $10,000 each. Said payments to bear
interest at the rate of 6 ^ per annum and to be
represented by notes of said Chester R. Baird, drawn
to the order of the said Thomas A. Edison dated
January 9th 1900, and due respectively in one, two,
three, four and five months. On payment of any note
the said Thomas A. Edison agrees to deliver to the
said Chester R. Baird bonds to the par value equal to
the amount of the note paid."

I understand that there is no change in any of the other terms
and conditions of the agreement between us except in the clause above
mentioned, and that with the above modification the agreement remains in
force and binding to both parties. Kindly advise whether this is your
fcndqfstanding and oblige,

Yours truly,

c/?a

Sfyec/'xwu//

M. y.Jan. 23rd 1900.

Ihomas A. Edison Esq.

Orange, N. J.

Dear Sir;-

Referring to agreement between us dated December 9th and
supplementary letter regarding same of this date, I herewith beg to hand
you five notes dated January 9th 1900 for #10,000 each, due respectively
in one, two, three, four and five months inaccordance with the terms
specified in the letter mentioned. Kindly acknowledge receipt of same
and oblige,

Yours truly,

To Thomas A. Edison, Dr.

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AGREEMENT made this eleventh day of April, Nineteen
Hundred, between :

THOMAS A. EDIDSON, trading under the- firm name and
style of the EDISON MANDPACTGRING COMPANY, of Orange, New
Jersey, hereinafter called "The Vendor", first party and

THE AMERICAN MtJTOSCOPE AND BIOGRAPH COMPANY, herein¬
after oalled "The Purchaser" second party :

WITNESSETH :

In consideration of the payment hy the pur¬
chaser to the vendor of the sum of Twenty Pive Hundred Dollars
($2500) at and upon the execution and, delivery of this
contract, it is hereby mutually covenanted as follows :

PIRST : The vendor hereby agrees to sell, assign

j and set over to the purchaser at 'any time upon written de¬
li

|| mand, within ninety days from the date hereof,

concern, the "business for the United States and Canada

carried on "by the vendor known as his kinetoscope and jjx u'Jtnrfr-
'Ihoonxjs picCiYe

-ji ttg business, together with the "busineeo £a r 4ifrie manufacturing, !

A _ _ _ _ _ _ _ ,

developing, printing and selling 8$ films, as the same is and
has been conducted by him, together with all patents for the
United States and Canada on kinetoscopes and kine tographs,
together with all patentd for the United States and Canada for !

the manufacturing, developing .and printing of films and all

Sock J

applications for^patents upon kinetoscopes, kinetographs and ’

projecting apparatus suitable for use in the moving picture i

business which the same vendor may personally have now j

and OTtoJja.

pending in the Patent Office at Washington, together with !

• A i

j . j

an assignment of any and all of said patents or applications !

therefor, which may be held in trust for him, or to which he

| of Hi* United StdSs and Canada

may be equitably entitled, together with all copyrights on

films and also the trade names, Edison Kinetoscope and
j; Edison Kinetograph, and the good will of the said business 5

together with the stock on hand of the vendor, consisting of
kinetoscopes and kinetographs , printing machinery, finished
and in process of manufacture, also films, film stock and
negatives.

All of said property the vendor hereby covenants
shall "be free and clear of all liens, charges and encumbrances
whatsoever, save a certain contract with the: Klondike Expos¬
ition Co., by Thomas Crahan, Manager, dated January 16th,

190°, wTr’-rbi nni1ifi-nnwt.i-««t rim'll bo mrawMtxj ]--■ tin jmiml .luli ,
a copy of which is hereto annexed, and a contract made with

the American Parlor Kinetoscope Co., of Washington, D. C.,

a copy of which' is also hereto annexed. of

-0Uo.il OMiwmm l (nj~F6e pw^o Ucijer ewbTSi lf<yndoV -Ocvuiol Uan/w>ti*w i^rvn j

cuiu ddXune IlcUiUkf lUuMtvncle*. '

u The consideration for said sale shall be the sum of ;
I Three Hundred Thousand. Dollars (§300,000) in cash, the j

| Twenty-five hundred dollars (§2,500) paid hereon being cred¬
ited, upon the^son. amount, and also a sum not to exceed !

the sum of Thirty Thousand Dollars (130,000) in cash, the same
to he computed from the hook cost to vendor of the stock and
property, other than patents, applications and copyrights
herein referred to, except that in computing the said Sian the
negatives shall he taken at the price of Twenty-five Dollars
($25) for each negative. Should the total of said hook j

valuations and the negatives at said price, he less than the i
sum of Thirty Thousand Dollars ($30,000) in cash, then such
less sum shall he paid to the vendor hy the purchaser, within 1
ninety days from the exercise of this option.

In addition thereto, the purchaser shall pay the i
sum of tfive Thousand dollars ($5,000) per annum for the term of
twelve years from the date of the said sale, and the pur- '

• j chaser shall covenant with the vendor that no dividend of any
;j 3clnd shall he paid upon the capital stock of the purchaser i

! 'tit j

or^ Assignee before the prior payment of the said yearly payment;

if )

of Five Thousand Dollars ($5,000), shall have been made to the
vendor during any year of said term.

The purchaser shall execute to the vendor a proper
instrument pledging all patents and patent rights for the
United States and Canada TgflangSBg l.u I l. cgEgggg

to "be assigned to it by the vendor under this contraot as
; security for the payment provided for in this clause. j

If the: patent* Msg numbenM ^ —

an.4 y\o<M m AitvgcuUerw. |

i fthdi ifiPDlU iMimlwra shall be sustained j

; by the Courts of the United States by a final decree after a j
trial upon the merits thereof, then, and in that event, or if I
. in three yearsfrom the date hereof no decision shall be
I rendered in a suit in said Courts involving the validity of said !

I ; I ' ,1 ■■ ? : f - " j

j patent^, the purchaser shall pay to the vendor an additional j

I _ 5 . . . % V V ' J

| sum of Twnnty thousand dollars ($20,000) in cash : and if, i

:i ' ‘ ! l

at the expiration of five years from the date of this contract
: the said patent shall not have "been successfully' attacked and
~!Tjudgment or decree rendered hy a United States Court
against the said patent, then and in that event, at the
expiration of said five (5) years, the purchaser shall pay to
i; the vendor an additional sum of Twenty thousand Dollars
($20,000) in caBh.

In case of the purchase of the property covered hy

; this contract, then contemporaneously therewith, the vendor

shall execute a contract with the purchaser hy which the

pVr

i vendor shall obligate himself during a term of ar s

■j from the date hereof, not to engage or he or become interested
: directly or indirectly, individually, as partner, stockholder, !.

; director,, officer, agent, employee, or otherwise, in the
| business (other than that of the purchaser or the assignee of
the purchaser hereunder), of buying, manufacturing or selling ' j

. . . . . . = - -Lj _ _ _ L _ J

kinetosoopes, kinetographs , films, or projecting machinery,
used or capable of being used in the moving picture business,
or in the business of kinetoscopy, except in the State of
Nevada and Wyoming. This covenant shall, however, terminate and
be severally and separately void upon the failure of the :

purchaser for sixty days after the same shall become due to ' j
pay the Nive Thousand Dollars ($5,000) hereinabove provided I.
for, at the expiration of any year for twelve years as

hereinbefore provided, !

if cluUi tltcltiX tTae sYock^ol eVt-vs
, The vendor will^act as a director of the purchaser, ,

or any corporation of good business standing which may take

kHiS over the property herein contracted for, and especially

covenants to give his testimony in sustaining the patents

herein agreed to be assigned and to assist as far as possible I
in obtaining the testimony of his employees to that end,

and to exercise all due and reasonable diligence to cooperate , j

with the purchaser to sustain the said patents j and that
he will" do nothing to 'prevent the same from being sustained,

. -or act in any way hostile to the said patents. And that

the vendor will not directly or indirectly, attack or assist
in the attack of and upon any patents, which the purchaser'
now owns or controls, or which may he hereafter owned and
controlled by them relating to the art of moving pictures.

The vendor will also turn over all papers relating
to the said business and the said suit upon the said patents
now in litigation, and will permit his attorney Mr. Richard
N. Dyer, to aid in sustaining the Baid patents.

The vendor further covenants that he will forth¬
with instruct his attorney to enter an order adjourning the
litigation now pending' between the vendor and the pur¬
chaser affecting said patents hereinabove referred to and
until the Rail Term of the United States Circuit Court, and
that the said adjournment shall be made.

. -tko=l7

The vendor hereby covenants .except aB herein set

forth, he haB not sold, licensed, leased or parted with,

any kinetographic camera, or any right of ,axi in and to the
patents herein contracted to he assigned, which would deprive
the purchaser of the exclusive right to manufacture , use or
sell kinetographic cameras, or the picture hearing
produced therewith, and that he has a full right to assign
and convey the rights herein purported to he assigned and
conveyed.

This contract shall he and he considered to he an

option to purchase.

If this, option is not exercised within the ninety
days aforesaid, the said Twenty-five hundred dollars
($2500) shall he forfeited to the vendor.

This contract shall hind the parties hereto, their

nominees, personal representatives, successors and assigns

respectively, as fully as though they had executed these

presents.

IN WITNESS WHEKEOP the vendor has hereunto set his

hand and seal, and the second party has caused these presents

to he sealed and executed hy its officer thereunto duly

authorized, the day and year first above written.

SIGNED, SEALED AND DELIVERED
IN THE PRESENCE OP :

AS TO :

AS TO S

AGREEMENT marto this twelfth day of April, nineteen
Hundred, between:

THOMAS A. EDISON, trading under the firm mane and
style of the Edison Manufacturing Company, of Orange, Hew
Jersey, hereinafter called the "Vendor", first party and

THE AMERICAN MUTOSCOPE AND BIOQRAPH COMPANY, herein¬
after called the "Purchaser", second party:

WITNESSETH: ' "V

III COHsinS^ATION’ of the 'payment by the purchaser
to the vendor of the sum of Twenty-five ;.undred ($2500. }
dollars at and upon the execution and delivery of this
contract, it is hereby mutually covenanted as follows:

PIRST: The vendor hereby agrees to bell* assign
rind set over to the purchaser at any time upon written
demand, within ninety days from the date hereof as a going
concern, the business for the United RtateB and Canada /
carried on by the vendor known as his kinetoscope and moving"
picture business, together with the business of manufacturing,
developing, printing and selling films, as the same is and
has been conducted by him, together with all patents for the;
United State and Canada on Kinetoscopes and Kinetographs,
together with all the patents for the United; States and 1
Canada for the manufacturing, developing and printing; of
films, and all applications for bitch patents ’upon
. Kinotosoopes, Kinetographs, and projecting apparatus, ;
editable for use in the moving picture business which; the'
same vendor may personally have now pending lnT£he Patent
Office at Washington and Ottawa, together with on assignment
of any and all said patents or applicationstherefor,whlch
may be held, in trust for -hlm, or to which he may be
equitably entitledj together with all the copyrights;, of
the United Sfctttafl and Canada on films and, also, the trade names

s .j

-2-

IldiBon Kinetoscopes and Edison Kinetograph, and the good will
of the said business, together with tho stock on hand of the
vendor, consisting of Kinetoscope.s and Kinetographs, printing
machinery, finished and ija process of manufacture, also
films, film stock, and negatives.

All of said property the vendor hereby covenants
shall be free and clear of all liens, charges and encumbrances
whatsoever, save a certain contract with the Klondike'
Exposition Company, by Thomas Orahan, Manager, dated January
16th, 1900, a copy of which is hereto annexed, and a contract
made with the American Parlor JCinetoscope Oo., of Washington,

)). 0., a copy of which is hereto annexed. The obligations
of these contracts shall be assumed by the purchaser and the
vendor saved harmless from any future liability thereunder.

The consideration for said sale shall be the siw^ij^j
Three Hundred thousand ($300,000.00) Dollars in- cash; tKe^v?f ::
Twenty-five Hundred (§2508®) dollars being credited upon
the said amount, and aloo a sum not to exceed tho sum of
Thirty Thousand ($30,000.00) dollars in cash, the same to bo
computed from the book cost to the vendor of the stock and
property, other than patents, applications and copyrights
herein referred to, except that in computing the said sura,
the negative shall be taken at the price of Twenty-five (§25.
dollars for each negative. Should the total of Baid book
valuation and the negatives at said price, be lesB than the
sum of Thirty Thousand ($30,000.00) dollars in cash, then
suoh lest; sum shall be paid to the vendor by the purchaser,
within ninety days from the exercise of this option.

In addition thereto, the purchaser shall pay the
sum of Plve Thousand (§5,000.00) dollars per annum, for the
term of twelve years from- the date of said sale, and the .
purchaser shall covenant with the vendor that no dividend
of any kind shall be paid upon the capital stook of th gj°vro\i<

or Its assignee before the prior payment of the sati d yearly
payment, of Five Thousand •{$5,000.00) dollars, shall have been
nude to the vendor during' any ye fir of said term.

The purchaser shall execute to the vendor a proper
instrument pledging all patents and patent rights for- the
United States and Canada to be assigned .to It by; the.
vendor under this contract as security for the payment
provided for in this clause.

If the patent- number 589,168 and now in litigation,
shall be curtained by the Courts of the United States by a
final decree after a trial upon the merits thereof, then,
and in that event, or if in three years from the date hereof
no decision shall be rendered in a suit in said courts
involving the validity of said patent, the purchaser shall
pay to the vendor fin additional sum of Twenty thousand
(§20,000*00) dollars in cash; and if, at the expiration' of
five years from the date of this contract the said patent
shall not havo been successfully attacked and a Judgment or
decree rendered by a United States Court against the said
patent, then and in that event, at the expiration of said
five (5) years the purchaser shall pay to the vendor an
additional sum of Twenty Thousand (§20,000.00) dollars in
cash.. ■ '

In the ease of the purchases of the property
covered by this contract, then contemporaneously therewith,
the vendor shall execute a contract with the purchaser by
-which the vendor shall obligate himself during a term of.
fifteen years from the date hereof not . to . engage or be or
become interested directly or indirectly, individually as
partner, stockholder, director, officer, agent, employee,
or otherwise, in the business (other than that of the
purchase on the assignee of the purchaser hereunder).

-v

of buying, manufacturing: nr (selling kinetosoopes,
kinetographs, films or projecting machinery, used or capable
of being used, in the moving picture business, or in the
business of kinotoscopy, .except in the States of Nevada and
Wyoming. This covenant, shall, however, terminate arid be
severally and separately void upon the failure of the!
purchaser for sixty days after the same shall become due to
pay the Five Thousand ($5,000.00) Dollars hereinabove
provided for, at the expiration of any year for twelve years
as hereinbefore provided.

. The vendor will,' if duly elected by the stockholders,
act as'-a director of the purchaser, or any corporation of
good business standing whioh may take over the property
herein contracted for, and especially covenants to give hia
testimony in sustaining the patents herein agreed to be
assigned and to assist $8; far as possible in obtaining the
testimony of his employees to that end, and to exercise all
due and reasonable diligence to oo-operate with the purchaser
to sustain said patents; and that he will do nothing to
prevent the same fx*om being sustained, or act in any way
hostile to the said patents. And that the vendor will not
directly or indirectly, attaok or assist in the attack of
and upon any patent, which the purchaser now owns or controls,
or which may be hereafter owned and controlled by them,
relating to tho art of moving pictures.

The vendor will also turn over all papers Relating
to the said business and the said suit upon the said
patents nor/ in litigation, and will permit his attorney,

Mr. Richard N. Dyer, to aid in sustaining the said patents.

The vendor further covenants that he will forthwith
instruct his attorney to enter an orderi adjourning the
litigation now pending between the vendor and the purchaser

y | • c, &>

affecting s&id patents hereinabove referred^to and until the
Pall Tern of the United fit at.ee Circuit Court, and that said
adjournment shall be made;;

The vendor hereby covenants that except fcs herein
r.et forth,; he has not solft, licensed, KHleaaed or parted wit),
any klnetographioearaeraj ^pr any right of, in and 'toHthe
patents heroin contracted to bo assigned, which would deprivf
the purchaser of the exclusive right to manufacture, use or
sell kinetographic cameras, or the picture bearing strips
produced therewith, and that he has a full right to assign
and convey the rights herjeln purport 'd to he assigned and

convoyed. ' '

This contract shall be and be considered ‘to be an

option to purchase. ,

If this option is not exercised within the; ninety
days, aforesaid, the said Twenty- five hundred ($2800. );.
dollars shall bo forfeited to the vendor.

This contract shall bind the parties hereto, their'
nominees, personal represnntatives, successors and assigns,
respectively, ns fully as though they had executed those
presents. 'fh4’

IN WITHERS WHKHEOF the vendor has hereunto set his-
hand and seal, and the second party has oaused these presents
to be sealed .and executed by its officer thereunto duly
authorized, the day and year first above written.

[ATTACHMENT]

r t

COPY

T1II8 AORJMIENT, entered into this fifth day of Kay,

1398, by and between -THOMAS A. ED I BOH of Orange, Essez Count: ,
State of Hew Jersey, party of the first part, and the American
Parlor Kinetoscone Company, of the City of Washington, /

District of Columbia, party of the second part, [

WITNESSETH :

WHEREAS, the party of the first part is the owner
of certain betters Patent, numbered 493,426 and 589,168,
for motion pictures called Kinetosoopes, and has a factory
for the production of filmB for use in connection with said
Kinetosoopes; and

WHEREAS, the said party of the second part is the
owner of a patonted device called the "Parlor Kinetoscope"
for exhibiting motion pictures, an exhibit of which is horet >
attached; and

WHEREAS, the party of the second part is desirous of
obtaining the right from the party of the first part, under
his patents, to manufacture and sell opaque Edison films
of a character li3ce the exhibit marked "paper film", and is
willing to pay a royalty to said party of the first part
on each and every fifty feet of film made and sold by it, -

THEREFORE BE IT AGREED I

That the said party of tho second part will, ' on and '
after June 1st, 1308, pay to tho said party of the first pari
twenty-five (26/^) cents per dozen for film sold at whole sal j
for Two (§2.) dollars per dozen but the royalty shall increase
in proportion as the wholesale price is inoreaeed beyond
Two (§2.) dollars per dozen, and that a sworn monthly state¬
ment will be made within ten days after the expiration of
each month Bhowing the gross sales, and that it will within j
ten days thereafter pay the royalties due to said party
of the first part.

The party of the first port further agrees that he

[ATTACHMENT!

will furnish negative films made from positive films to the
party of the second part at the price of Eight (§8.) dollars
for each fifty foot strip,

She party of the. first part further agrees to furnis 1
to the party of the second part any films of standard size
that he is free to sell, at the same price, and as quickly
as they are furnished to the moot favored customer. It
being understood, however, that tho party of the second
part will only use such films for printing their opaque
films therefrom.

l’his contract shall expire within one year from
this date, and is not transferable.

Shis contract is not a construction of the Edison

patents.

; (s) JmoMAs a. rail son

AMERICAN PARLOR KINEl’OSCOPE CO..

By (s) 0. M. CAMPBELL, Srea s

September 17th* 1900*

Thomas A. Edison,, Esq. ,

Dear sir*

Orange, N* J*

Mr* Mallory has no doubt reported to you our ooiversa-
tion by telephone to-day in reference to the Baird transaction for
Phonograph bonds and option for stock of the Edison Portland
Oeraent Company* Of the $100,000 whiah you were to reoeite as pur¬
chase money for the bonds, you haYe actually received $88,000,
leaving $12,000 in notes which you still hold* These payments
have been made partly by our assistance, and we now hold $18,000
of the Phonograph bonds as collateral for advances which we hare
made Mr. Baird. We. also 035)00 1 to pay him additional money, and
in consideration of bur action, he is to assign to us the right ter
purchase 4000 shares of the Edison stock under terns of his con¬
tract with, you* As explained to Mr* Malloiy, the contract between
you and Mr* Baird is incomplete, as we find that it does not provide
either for assignment of the right of subscription nor does it
cover the point intended to be covered that he is to have the right
to purchase the cement stook in either bonds or cash, neither
does it cover the point that if he doss not finally complete the
payment pf $100,000, that the option is to hold for the bonds
acquired* . We thinfc however* that your acceptance of the notes in
settlement really covers that point, bit this question need not be
raised, as he will, no doubt, pay .off the balance of the notes
ultimately arid, in any event, he has paid nearly nine-tenths of the
original sent* .

As Mr* Mallory suggested, we propose tomorrow to have new

-To T. A. E. 2-

agreements drawn covering the above points,, and we shall probably .
hare two agreements, one between, you and Mr, Baird and the other
in our name, cowering the option* This will prevent any raisunder*
standing or mixing up of papers* We hare felt under some little
obligation to Mr. Baird to help him out in this matter, as it was
at our instance that he made the transaction, but the matter has
now readied a point where our adware es have become so large and
will be larger, that we feel that thB papers should be put into
better shape, so as to protext us against any possible cavtingency.
ITr* Mallory said that in your absence this momirg, he wub prepared
to take die responsibility of saying that you would make the neces¬
sary changes to oariy out die above conditions, which are really
not different from what were originally intended, but which have
not been properly set forth in the written agreement1.'

PILLING & CRANE,

Broad & Chestnut Streets ' J

PH I LADELPH I A. IPM MO,'

Edison, Eafj., , r

iinsrffea, 5» X

Me*’1 Btr:

We halxt attorney 4*W J& ^pyoflowrt#^

BfcjEiti to take th8$5!DwM» of Jjptyi apiarlcbtfej^B 0£
efftBt with you. Ke ^ aonaj^j jjs^u 1**»

new agreement, Had, yo4 will notice

old agreements. tij» $$»& t* W#i -iMM"

Individually purchased from Hr. Bljird

on 4000 shares of th£ oeptent stock. Ttylfy an option

for 6000 shares instead of 10,000, -and yo hpf 4£bast tp

hare the option for th$ 4000 shared cup® dfreotljr $W«a yt«l to us.
Noting upon this, we harp drawn the Baird agjftaejanli* so* that >ou
give option on, 6000 shares, and we also encase agreements in
triplicate covering options to Pilling & Ort&e on

2000 shares each. Our purpose in Writing yoil nf nr is to ask that
you go over these agreements carefully, an# kirriljr Bring them ’iy#bh
you to Philadelphia when you cane on Thursday n«Sti al«o pldas^
■bring the old Baird agreements that all copies, may US destroyed
together. We think yon will find that -fixe enclose# agrae$iy\ts
cover the situation. fully, so that . you are protected as wall as
ourselyesj at. least this has Been our intention in drawing the
papers.

Enclosure.

[ENCLOSURE]

. mxg-AORHPraNT raadn-Mrtr- day of September

A. T). 1900, between Thomas A. Edison, of the first part and Chester
H. Baird of the second part.

WlTfLEB-WH That tho said parties in consideration of the sum
of One dollar ($1.00) each unto the other in hand wll md truly
paid at or before the enseal ii^; and delivery hereof, the receipt
whereof is hereby acknowledged, and of the purchase of certain
bonds of the Edison Phonograph Works by the said (Theater B. Baird
from the said Thomas A. Edison, do covenant and jgree to and with
oach other as follows:

At any time prior to one year after the factory of tine Edison
Portland Cement Oorapfmy, a corporation organised under the laws
of the State of New Jersey, begins to manufacture cement in com¬
mercial '{U entities, tho said Tin cm as A, Edison, his executors,
administrators or assigns will exchange at the option of the said
Chester I?. Baird, h.ts executors, administrators or assigns any or
all of Sixty thousand dollars ($60,000) in bond s of the Edison
Phonograph Porks at par for the stock of the said The Edison
Portland Cement Company, at Ten dollars ($10.00) per share, the par
thereof being fifty dollars ($50.00) per shares that is to say, for
any bond of the Edison Phonograph Porks of the face value of One
thousand dollars ($1000.) the said Thomas A. Edison, his executors,
administrators or assigns will give 100 shares of the stock of The
Edison Portland Cement Company, or at the option of the said Chester
Baird, his executors, administrators or assies will sell and
transfer to the said Chester H. Baird, his executors, administra¬
tors or assitfiB, any or ail of the said 600O shares of the stock of
The Edison Portland Cemeit Company, at the price or sura, of Tendolr.
lars ($1(H0Q) per share in oasH for the sene, it being understood
that said ’6000 aheres'of stock maybe paid for by the said Chester
B. Baird, his executors, administrators or assigns either in the
bonds, of the Edison Phonograph Works or in cash, as he or they may
elect. ' ■ . v.

The sjjaid Thomas A. Edison, his executors, administrators or O'

[ENCLOSURE]

(2)

or assigns will upon the payment of the notes of the said Chester
R. Baird, held by said Thomas A. Edison, for the sum of Twelve
thousand dollars ($13,000) deposit with the West End Trust ft Cafe
Deposit Company of Philadelphia, Pa., 0000 shares of The Edison
Portland Gem ait Company in his name and duly ossified .in blank
by him to be held by the said depository during the period of one
year Iron die time that tlie said Edison Portland cement Company
begins to manufacture cement in oarmrcial quantities, as aforesaid
In trust to deliver the whole or any part thereof to the said
Chester R. Baird, his executors, administrators or assigns upon
receiving from him or tJiom bonds of the Edison Phonograph Works or
cash in t.he ratio above specif iod.

At the expiration of said year, so much of said -stock as the
said Chester R. Baird, his executors, administrators or assigns
shall net have exercised his option to take, shall be delivered
to Ihe .said Thomas A. Edison, his executors, administrators or
assigns. '

IN WITNESS. WHEREOF, the said parties have hereunto set their^
hands and seals.

SEALED and DELIVERED

I / $

(SEAL)

(REAL)

Th» agrtsnwits d*ted Deo«ber 9th. 1899 «id Jmmry 9th.' 1900
« hereby cancelled.

Ovs—t^ ^XyLvcX

w YAitaJU-c^ o\^ SDiAIJ

Know all men by these presents, that I,
Chester R. Baird for value received, do hereby assign,
transfer and set over unto E. C. Miller & Co., their ox-
cutors, administrators, and assigns, all my right and op¬
tion to exchange bonds of the Edison Phonograph Works or
cash, for the stock of the Edison Portland Cement Co.,
as set forth in the agreement between Thomas A. Edison and
me, dated September 18th 1900 to the extent of six thous¬
and shares thereof; and all ray right, title and inter¬
est under the said agreement, in so far as the option
relates to the said six thousand. shares of the stock of the
Edison Portland Cement Co.,

In witness whereof, I have hereunto set my
hand and seal this ■ day of ^goQ

E.C.M I LLE ft & CO.

437 CH'ESTNl

Philadelphia Sept. 28th-1900

' Mr. Thos. A. Edison,

Orange,

N. J.

Dear Sir:- '

We "beg to advise that Chester R. Baird has assign¬
ed to us all his right and option of exchange on the bonds
of The Edison Phonograph Works or cash for the stock of the
Edison Portland Cement Co. as set forth in the agreement
between yourself and him dated September 18th-1900. Will
you kindly formally acknowledge receipt of this notification
of assignment to jwa." We notice that in accordance with
the terms of the agreement Mr. Baird must pay his notes for
$12,000 and on payment of that amount will receive $12,000
bonds. We have written Messrs. Pilling & Crane asking them
to give us the dates at which these notes are due but in
the meanwhile would like to know whether a payment to you
of $3,000 v/ould return us Mr. Baird's note the bonds being
left as your property thus fulfilling that particular part
of the agreement. This would be equivalent to a purchase
. of $12,000 by you at 75 ft of their par value unaccompanied
by any option or rights.'7

Yours very tri^

September 28th. 19001.'1

SEP 89 1900

Dear air:

We are quite Burprised to-day to. discover that a mistake
has been made in the delivery of bonds to C.'R. Baird. We have
Been under the ijnpreBsien that he had paid all of your notes except¬
ing $12,000. Mr. Baird suddenly discovered to-day, at the last
moment, that one of his notes for $10,000 was due to-day, and he
was unprepared for it. The notes have not "been on our hooks, so,
of course, we knew nothing about it, having received no word from
you. In looking over the correspondence, we find that a note for
$10,000 was renewed on July 30th., and that this was the one in
question. The worst paid; of the matter is-that instead of hold¬
ing $17,000 bends for your account, we hold only $12,000. In other
woids, we have apparently delivered to Mr. Baird $5000. of bonds
more than he was entitled to. How this cane about we cannot noyr
say, but we are certainly veiy soriy to have to report the fact.

He has from time to time paid off notes and renewed them all or
in part, and sometimes the notes were paid several days before the
renewals were consunmatad. The accounts were not kept on our
books, as it was not a matter which entered into our accounts, but,
nevertheless, we haye endeavored to be as carefhl as if we were
directly interested. The only thing to do now is to get him to
gradually work the account down to $12,000, which will be .cohered
by the bonds we hold and then gradually reduoe thi s amount, lfill
you kindly show this letter to Mr. Edison and explain to Mm how

PILLING & CRANE,

Broad & Chestnut Streets
PHILADELPHIA.

Mr. W. s, Mallory, ,, %

Orange, H. J.'

. -To w; M. 2- SEP 29 1900

softy we ape that the matter has occurred'. We think it will come
out all right in the long run and, this is the, firBt time that such
an occurrence has ever happened in our office.’

We expect to see Mr. Baird later in the day or tanorrow morn¬
ing in referen.ee to renewal of the note due to-day about which we
telephoned you. We will secure, as much as possible on account, and
take a new note for the balance.

Yours very truly.

yu/sr/Atf

<J%W74

h. i$/fi'/%w/#y?/A

V, S, Mall r*!r, Hb CL.,

o/o 3$disoft Laboratory,

Orange, N. J.

My Dear Mr. Mallory:-

I was very much surprised to learn a few minutes "5
before three o'clock yesterday that a note of mine for $10,000. was due.

I have beon exceedingly rushed with very important matters recently,
and as this was a personal affair no entry was made on our books and
I had no idea that a note was due. This strikes me at an unusually
bad time as the demands on us lately hove been very heavy indeed and we
have been greatly disappointed in collections. This in addition to
the very depressed state of the iron market makes it very hard for me • '
and this combination of circumstances makeB it impossible to pay anything^
whatever on the note as much as 1 would like to do so* ^

I herewith beg to enclose two notes dated September 28th,

H56 for #8,000. and #2,000., respectively* I send two notes

because Crane stated that yolu could hot ubp one for more than ^

$8,000,. sLM ha was very anxious that 1 .send -you $2,000, in cash, I
sincerely that you can use both ■of these notep an$l that the matter >
will (fGXiiti y#u no serious incohvehien^p. s

VhapatiOiL you very jqjwh (fo jr yyvf-

our dealings, ^gather, pnd as.jBurdiLjS y.^u/,tlia,t ip fi^.^ ^)pre,pia|ted, ^

I have the pjLegaure to remain,

Yours 1

j(.a.

Q^(^yUlsi^

^v-irw^^O (b&^c L

OTCv

Philadelphia, Novocfcor 2nd. WO.
TlioraaB A. Edison, Bfsa.'t ■••.., ■ NOV -3 1900

Orange, T>I. J.

Dear sir:

Inferring to m agreement* dated September liih. 1900, in
reference to option for stock of The Edison Portland Cement Hempen;',
1 think' it well,. in .order to preyent future misunderstanding, to
have 'a specific agreement' as to the moaning of .the tern 'T^on The
Edison Portland Cement Company begins to manufacture cement in com¬
mercial inautities." I propose that this phrase shall moan when
the mills of the Company •ahsU;J?rqclttO(i .an ..averse of 1800. Twurols
of Portland Cement .per working day . durirE th roe consecutive months.

1 also p repose that when this. shall have been accomplished, you
or your representative: shall. give notice to this effect to the than
holder of iiiia option and. to the ..West End Trust ft nafe.Peposit.
Company aid that the your shall commence on and after, the, reception
of this notiody provided, of course, that the option liasnot been
exorcised by me or iqy legal representatives or assigns paler to
the cojmionoeraent of tie year aforesaid.

I am writing this letter in triplicate, and your written
acceptance of the foregoing conditions will constitute an ar-iended

NATIONAL, PHONOGRAPH CO.,

%DlSON LABORATORY,

„ ORANGE, N. J.

(Personal)

ORANGE Not. 19 no.

Stevens,

y.nci,,

P, o, Box 1338 |

New York,

Dear Sir:

..With referonoe to the natter of taking over your entire "busi¬
ness, about which we have hart numerous interviews, 7. desire now to oon-
fim the understanding reached, 'which ;X believe to be mutually satis¬
factory. ■ . ,

1. ”/e are to pay you for your business the nun of Six Thousand

Dollars ($6,000), payment to be made either in cash or the equivalent
in our goods or materials sold by the RAison Mfg. Oo. or the Bates TIfg,

Co..

3., yin are to take over all of your actual assets, including
stock on )md at cost prices, furniture mid fixtures at their exact
cost, as well as any liabilities that you may have assumed in the wny
of advertising contracts, insurance, lease of promises No. 16 Oertar
St,, etc.

3. The business is to be conducted as a branch of this Company
at your present address, No. 16 Cedar St., unless it should be found
later on of advantage to move it elsewhere. It is our desire that, you
assume the management of the selling end of the business, under the
title of .Manager of Foreign Department, but it
that the same supervision that no w prevails in
course prevail in your department, it being thf
the Foreign. Department independently, but co-operation is of course to
be exorcised in every case as between the Domestic and the Foreign ends

'is distinctly understood
the Company shall of.
i inWQti)$n to operate

SHEET No. f>. NATIONAL PHONOGRAPH Co. TO 0. Pi, f5« DATE,

of the business. It 1(5 further understood that the foreign branch
will open its own set of hooks and do the necessary charging out direct
from their office; in fact, it is the intention to operate the Foreign
Department as a separate and distinct concern, such department to hear
its own general expense. v/e hare also decided that will charge
our different apparatus to you at fixed net prices, all of which are
indicated on attached schedule , marked "A".

4. ■ In consideration of your devoting your entire time and efforts
to the furtherance of our business, v/e agree to allow you to partici¬
pate in the net profits of this branch of the business to the extent
of thirty per cent. (30?'). So that there will be no misunderstanding,
we desire it to be distinctly understood that in figuring net profits
it refers to the actual net profits, after paying all expenses of. any
kind or nature, such as rents, advertising, insurance, salaries, etc.,
as also after deducting any rebates or credits that may be made from
time to time. v;« also agree that you shall draw a salary to the extent
of Sixty Dollars ($60) per week, nano to bo charged againBt your pro¬
portion of the net profits above indicated.

0. . Should we decide to terminate this arrangement for any reason

whatsoever before the conclusion of the first year, then and in that
case, we agree to pay you the sura of Seven Thousand Five Hundred Dol¬
lars. ($7,500), or, if it should be decided to terminate the arrangement
after the first year, then and in that event, v/e agree to pay you a sum
equal-. to .twenty-five per cent. ( 25/f) of the net profits of the previous
year, said -net profits being figured as outlined in paragraph Ho
6. It is the intention to turn over to your department all
foreign business; all inquiries, orders, etc., to pass throueJi your .

NATIONAL PHONOGRAPH Co. TO

0. 3

hands; "but we reserve to ourselves the right, to deni direct with the
Edison United Phonograph Co. , the German Edison Phonograph Co. and the
Edi a on-Bell Phonograph Co.

7. In the event of either party desiring to terminate thin
arrangement they have the option so to do upon sixty day a written
notioe in writing fran one to the other.

8} CTiis arrangement shall go into effect, an of December 1st, 1300.
It in the desire, of course, that you should arrange at. once to procure
neccsagry account books, so as to introduce them as of December 1st,

K ISOo', '^our present books of accounts to be closed as of November 30th,

$ 1900*1, tt‘:t/ill of course be necessary for you to arrange to take, stock
( on the {AamaM day of November, so that the new books can be opened properly
and everything turned over to us in a satisfactory manner.

In conclusion I desire to say to you that it is the intention under
this arrangement that we will always work harmoniously with the domestic
^^end of the business and to avoid, wherever possible, friotion of any
^/£Xnd whatsoever. It of course goes without saying that the jurisdic¬
tion as to the placing of advertising contracts, furnishing, of. printed

incurring liabilities in any' way, shall only .be done

; |S^ matter and. ..in fan
\ ^ 1:110 “PP-kovrI of the officers of the Company, and that yon will..

V JLn every way endeavor to co-operate with. them to the furtherance of our
v ^ general, business, always paying due regard to the matter of general. .

'V expense. .

•A ^ -I believe that this covers everything and outlines clearly the,.,
j \Y manner in which the business is to be handled. If so, I should be. gJ.a&
j if you will write mo a proper aoknov/ledgnent. of this letter and arrange

matters in such a wy that the transfer can be made by the date above
indicated. ^

ma/mr

0$ 4/

GALISTEO COMPANY.

HARRY F. MILLER FILE

1901

Halo agreement made this 17th day of July nineteen ‘
hundred and one by and between the "Edison Storage Battery
Co." a corporation duly organized under the laws of the
State of New Jersey and having its principal office in
West Orange, Essex County, in said State, party of the first
part and Thomas A, Edison Inventor, residing in Went Orange
Essex County, State of Hew Jersey party of the second part
wltneoseth.

Whereas the said party of the oeoond part has inven¬
ted a now and usoful Storage Battery and several modifica¬
tions thereof, and han applied to the Patent Office of the
United States for patents upon the same, and the said party
of the sooond part is still engaged in perfecting such
battery or batteries.

And whereas the party of the first part is desir¬
ous of purchasing from the said partyof the second part,
all of his inventions on Storage BatteriOB, which have
already boon made or whioh may be made during a period of
five years from Pobruary first nineteen hundred and one,
and all right, title and interest in all applications for
patents for Storage Batteries now pending in tho United
States Patent Offioo, and tho patents when issued and all
future applications for Storage Batteries whioh may be
made during said roriod of five years within tho United
States.

Bow this agroemont witnosseth that for and in
consideration of the sum of One Billion Dollars ( §1,000, 000 :
of whioh sum One Thousand Dollars shall bo oash and Hlne
Hundred and Ninety Nine Thousand Dollars ($999,000.00) in
full paid non-asses sable atook of the party of the first
port, the reoeipt of which is hereby acknowledged by the
party of the sooond part.

And tho said party of tho seoond port hereby

agree a to transfer and does hereby transfer all his right,
title and interest in the said improvements on Storage
Batteries within the Unites States to the party of the first
part and all right, title and Interest in and to the inven¬
tion covered by the applications for patents for the storage
Batteries, filed in the Unites States Patent Office as per
schedule hereto annexed, and all future improvements thereoa
in the United States made during the period of five years
from February 1st, 1901,

And the said party of the second part further
agrees that he will give a reasonable proportion of his
time, in view of his other interests and engagements, to¬
wards perfecting the Storage Batteries now made and to
be made, as well as any manufacturing devioes therefor
made during said period of five years and will sign all
necessary papers to carry out the intent of this agreement.

It is further agreed that all expenses in connec¬
tion v/ith the experimental ,vor:. from F/’ebruary 1st, 1901
relating to these inventions and alBO expenses connected
with the application for patents and the taking over of
these patents is to Je paid by the party of the first part.

IB WITNESS WHEREOF the party of the firnt part has
caused this agreement to be signed by its President and
Secretary and its corporate seal to be attached, and the
party of the seoond part has hereunto set his hand and
seal this 17th day of Ji/ly 1901.

Signed Sealed and deliv¬
ered in the presence of

><Xi_

List of Applications filed with the
United States Patent Office.

35. 1048 Reversible Galvanic Batteries, filed Oct. 31,1900
Serial ITo. 34,994.

33. 1049 Reversible Ga.lvr.nic Batteries, filed Oct. 31,3.900
Serial ITo. 84,990.

33. 1001 Reversible Galvanic Batteries, filed Jan. 8, 1901
Serial ITo. 42,514.

PI. 1053 Reversible OnD.vnnic Batteries, filed T'arch 5, 3.901
Serial. Ho. 49,934.

33. 3.054 Reversible Galvanic Batteries, filed Kerch 5, 1901
Serial JTo. 49,935.

33. 1055 Reversible Galvanic Batterios, filed Karoh 1, 1901
Serial ITo. 49,452.

33. 1056 Reversible Galvanic Batteries, filed T'arch 1, 1901
Serial ITo. 49,453.

33. 1058 Depolarizers for Reversible Galvonio Batteries,
filed Kay 9, 1901, Serial ITo. 59,512.

33. 1069 Rleotrodes for Galvanic Batteries, filed Kay 17,19Iil
Serial ITo. 60,661.

f HERS A S , I, THOMAS A. EUISGH , of West Orange,
in the County of Essex, in the State of Hew Jersey, have
invented certain new and useful improvements in storage
batteries, as fully set forth and described in certain let¬
ters patent of the United States already issued to me
thereon and in various separate applications filed in the;
Patent Office of the United States, at Washington, D. C. ,
as follows :

(a) letters Patent of the United States for im¬
provement in reversible galvanic batteries, Ho.
678,722, granted on the 16th day of July, 1901,
to Thomas A. Edison.

(b) Application for improvement in reversible gal¬
vanic batteries, filed October 31, 1900, under
Serial Ho. 34,994.

(d) Application for improvement in reversible gal¬
vanic batteries, filed January 8, 1901, under
Serial Ho. 42,514.

(e) Application for improvement in reversible gal¬
vanic batteries, filed March 1, 1901, under
Serial Ho. 49,452.

(f) Application for improvement in reversible gal¬
vanic batteries, filed March 1, 1901, under
Serial Ho. 49,453.

(jjr) Application for improvement in reversible gal¬
vanic batteries, filed March 5, 1901, under
Serial Ho. 49,934.

(h) Application for improvement in reversible gal¬
vanic batteries, filed March 5, 1901, under
Serial Ho. 49,935.

(i) Application for improvement in depolarizers for
reversible galvanic batteries, filed May 9, 1901,
under Serial Ho. 59,512.

(i) Application for improvement in electrodes for
galvanic batteries, filed May 17, 1901, under Ser¬
ial Ho. 60,661.

And

WHEREAS, the EDISON STORAGE BATTERY COMPANY, a
corporation organized and existing under the laws of the
State of Hew Jersey, is desirous of acquiring all my right,
title and interest in and to said improvements, applica¬
tions and any letters patent that may be granted therefor
or thereon, or any reissues or extensions of the same;

NOW, THERE PORE , Be it known that, for and
in consideration of the sum of five dollars ($5.<?0) lawful
money of the United States, to me in hand paid by the said
EDISOH STORAGE BATTERY COMPANY, I, the said THOMAS A. EDISOH
have sold, assigned, transferred and set over, and do here¬
by sell, assign, transfer and set over unto the sa.id EDISOH
STORAGE BATTERY COMPANY all right, title and interest which
I have or may have in and to the said letters patent Ho.
678,722 and in and to said improvements, applications, and
any letters patent of the United States that may be granted
therefor or therei^ion, or any reissues or extensions there¬
of, the same to be held and enjoyed by the said EDISOH STOR¬
AGE BATTERY COMPANY, its successors and assigns, as fully
and entirely as the same would have been held and enjoyed
by me if this assignment and sale had not been made.

A H D I do hereby authorize and request the Commis¬
sioner of Patents to issue any letters patent, when granted,
on said applications and either of them, to the said EDISOH
STORAGE BATTERY CCMPAHY, its successors and assigns. AND
for the above named consideration, I hereby covenant and,
agree that I will, at the request and charges of the said

|j EDISON STORAGE BATTERY COMPANY, execute any ancl all applica-
I tions for the reissue or extension of the aforesaid letters

jj patent and of any letters patent that may he granted upon
|| said applications or for the improvements described therein
jj that the said EDISON STORAGE BATTERY COMPANY, its successors
| or assigns, may deem necessary or expedient; and do all- . ■

| other and further acts that may he or become necessary to
I obtain said letters patent and any reissues or extensions
j of the same. AND I hereby covenant that I have full
right to oonvey the interest herein transferred, and that I
j have not executed any writing in confliot herewith.

IN WITNESS t H E R K 0 J , I have hereunto

set my hand and seal this /^7— day of July,, A. D. nineteen
hundred and one.

| In the presence of;

S 0 A P I T U X, Al'tT I 0 N .

-V

N v

i k

IOH THE YEAR E N D I il G HOVE M E E R a'^Hji^lS.Olij;

CASH- . - . §8348.90

STOCK . -§1028.28

FIXTURES & EURNITURE - #1899.10

ANT. E1XTURK & XURNITURB# 477.04 .

PETTY CASH- . — § 100.00

SPECIAL ANT. STOCK - § 120.31k

GENERAL EXPENSE INVEN'Y-# 558.04

ADVERTISING INVEN'Y . § 530.15

ANTWERP CASH- . #1395.82

ACCOUNT E^pECEI YE® - #52989.81

$64147.20

•PROEIT & LOSSr-$31«99.59
^ACCOUNTS PAIfiik$321p61

■ p . KU

pi. :

-STATEMENT OP PRO PITS POR VS^R .WOTS rate. 1st., 1901-’

Merchandise (gross profit. a) $63470.01

General expense $19763.28 ' "

Advertising 7736.77 ■: r M

Legal ■•••••■ 33*70 '• '

‘ Porn.isn Travel • 141 .'46 " , i •, •

. Antwerp,, expenses 3796-;2l

{51470.42 “ ,

$31470.42

Net profit

3li twrw~

30 X of $31999.S(?, ,ag. ,per iContrao.i;i',.with O.K. STEVENS

Less amount.', drawn, by, iOfEi Stevens tfn salary'

Balance due - 0*3* StfS?VKNS on the yea'rfc 1 . business

$ 9599.68
3120.00

. 6479.88

Balance due T,^.j jjjssOK • v v'

$26819.52

Net Sales; $265284.89 •

Percent, of Gen'l Expense $314,70.42 1.o Sales $265284.89
" " " Net Profit 831999.89 " .. " «. \

" " " Gross.,.". $6 3470.01 " , » v» «

3 ... * G.K. STEVENS interest namely 30# of profit

including amount drawn as salary $9599.88 » »

Percent. Of T.A. EMPON's profit $256l9.68 " " »

12-s/lO#

1P.-1Z2 i

84- 6/10/5

03-8/lOX

09-9/l0,<

Total

mv/iox

Antwerp sales from Apr.. 22nd. , $13031.70

Antwerp Expense :• 3796 .81 ■

Oe?!’! Expense $3796.21 to An4. saies
Estimated Ions on Antwerp jwslneriaV.

$13031.70- 29/

$ 538.2$

Profits on Sales, (Gross) - - - $ 63,470.01

LesB

General Expenses-

Advertising -

legal- — -

Foreign, Travel -

Antwerp Expenses-

—$19763.28

— 773&.7T

33.70;

— 141.46

— 3796.21

$ 31,470.42
$ 31,999.69

T. a. Edlson'B proportion, 70j£ - -

C . E. Steuens' " 3C$S-$9899,88

Less amount drawn as

salary - $ 3120,00

-$25619.71

-$6479.88 $ 31,999.59

Cost of Sales . -—$191,814.88

Elus General Expense - $ 31 j, 470.42

-$255,284.89

$223,285.30'-
$ 31,999.59

General expense toasgd on

V .

HARRY F. MILLER FILE
1902

NATIONAL PHONOORAPH COMPANY
FOREIQN DEPARTMENT.

COPY.

Feb. 1, 1902.

The Seaboard National Bank,

Welle Building,

Broadway, City. •

Gentlemen: —

On and after February 3rd you will kindly ignore all endorse-
menta or signatures, other than my own, on oheoks or drafts presented,
payable to the undersigned, as j am this day severing my connections
v/ith the National Phonograph Co., Foreign Dept. > •- v 1 ....... -ss;.-

This revokes the Power of Attorney held by my brother. Hr.
Walter stevefas.

Very truly yours,

(Signed) C. E. STBVEN3,

Manager .

This agreement entered into this / / day of
Pobruary 1902, by and between Thomas A. Edison of Orange,

>Tew Jersey, party of the first part and V. .$7 T.helmardine
of Philadelphia, Pa., party of the second part, V/itnosseth.

Whereas the party of the first part has inven¬
ted and applied for a patent for a process of covering
articles of iron rind steel with nickel, in such a way that
the nickel will he integral with the iron and not remova¬
ble, and whereas the party of the second par* is desirous
of obtaining an interest in the profits derived from such
invention, therefore be it agreed that for ftnd in consider¬
ation of the stun of one dollar, the receipt of which is
hereby acknowledged and for other valuable considerations,
the said party of the first part agrees to pay over to
the said party of the second part one sixth of all the
proceeds derived by him from the sale of said invention
in the United States only, or in case the said party of
the first part elects to raise oapital to work the inven¬
tion himself in the United mates, that he will exact at-
Xeast a. royalty of not less than 1!> per cent on the actual
cost of all articles made under the patent, and one sixth
part of this royalty shall be paid as fast as received

and during the whole period during which it is received
to the said party of the second part in full satisfaction
of his interest and claims in the proceeds derived from
the said invention,

There is sx>ecially reserved from this contract
a special license to he given the Edison Storage battery
Company should they desire it, to use the process in tsar
batteries only, for vhioh neither the party of the first
and second part shall receive any hut a nominal considera¬
tion.

In Witness Whereof the parties hereto have hereunto set
their hands and seals this eleventh day of February, 1902.

IN CONSIDERATION of the sum of THREE THOUSAND DOLLARS
this day received I hereby release the National Phonograph
Company, the Edison Manufacturing Company, the Bates Manu¬
facturing Company, Thomas A.Edison and William E. Gilmore Trus¬
tee, from all claims and demands.

1 FURTHER AGREE to sign or endorse on request (with-
out recourse) all drafts, checks and money orders hereafter
received by either of the said parties made to C.E. Stevens as
Manager and to give a power of attorney to anyone designated
by said parties authorizing him to make such endorsement.

I also will turn over to the National Phonograph Company all
letters received by me addressed to me as C.E. Stevens Manager,
or to any of said parties in my care.

, IjADgO AGREEI'nflt to use without consent on my letter
heads or as an advertisement the letter of Thomas A.Edison to
me in regard to selling apparatus manufactured by him dated
August 2 9th, 1898.

Dated February 14,1902. y

Wo, tho undersigned, An consideration of t.ho sum of
TVTOVT! THOTISAWP, FIVE HinTDRJBn Atm WIW38 DOLLARS AHP JUilGHT OKNITS
and other considerations, hereby noloase and discharge Ohwrlos
33.. St evens of and from all claims and demands of us or any of
us.

Pal od February 190?..

Gaunt & Janvier

. 36 S'& 367 Canal Street

New York

Pears’,

Soap

Thoa< A. Edisonj Esq,)

Dear siar*; -

New ybijkj Apr. 26, 1902.

I M m 0,

Oce- U'H 'U^'’

half past ten.

Confirming the appoiVtmeht mart^b/Mr.. Mallery^Jver phone
this morning, I would say that \ expect 1 6 /conte '’'oii t”^wi t HMT . Posay^antt
the French engineers oh Monday t\e 28th a M be at the laboratory about"

f€!i/dr U«t-cv*. /-vv

Further, confirming our conv er^a^oKKon^ab 0Ht h , 1902, in the) "7°
matter of negotiating for the radW^ore of tfe O^Tr^s^iL
owned by Me sera. Posey & Bayly, of /hiVh I made memorandi^a^hTtime ,

I would say that my understandin^of tl^at agreement is that you shall
furnish scheme for working of th<

' or0^*)fi£ruct:.a 0,311 t0 run the seme,
and guarantee the working of the plantAifW(^tructed in accordance

with your model. More than t
I on ray part am to 1

Is you do noty agree to do.

to putting you in comrau-

the details

nication with Posey & BaylVanrt their associates,' furnish such capital
as may be needed to const/wct the plant at the\mine , and that you and I
together shall make contract with the mine owners as to the terms to us
upqn which the plant isf tp bp worked , and that ydu and I are to share
^hd shfire a* ike in &r\y profit in the undertaking.^

[ATTACHMENT]

April 30th ,1902

Jems 8 Haunt, Esq. ,

363 Canal Street,

Hew York.

Dear Sir:-

Replying to yours of the 25th lnat., I beg to state that
ny understanding of the conversation on Eebnjary Bth, 1902, and
those subsequent, in the matter of negotiations for the reduction
of ore of the Gold Roads Mine owned by Messrs. Posey & Bayly, is
that I am to furnish a scheme for working the ore, and build a
small model at the laboratory at our joint expense.

You are to work up the details of an arrangement, subject
to my approval, before the tests are made, with Posey and Bayly
and their associates for working my machinery and appliances at this
Mine; and If the teste prove satisfactory to Messrs. Posey «■- Bayly
end the scheme and appliances are adopted by them, you and I are
to share and share alike in any profit in the undertaking.

Yours very truly.

Thos . A. Edison, Esq.,

Orange, N. J.

Dear sir;-

I am in receipt of your valued letter of April 30th' for
which I thank you. I agreed to the same, and am

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0 r a n g e.

New Jersey, "‘U.S.A.

Dear Sir,

We beg to acknowledge receipt of your letter of the 24th
June, and of copy of your letter to Mr. Dick of May 15th, and we
offer our apologies for not earlier acknowledging the latter.

We regarded the paragraph in our Prospectus to which

you call attention, as a statement of an arrangement aotually made
?rm£—

.475 with you, and it did occur to us that it needed confirmation.

We> have however now much pleasure in giving that con¬
firmation, and in assenting to your request that your private Inspeo-
' tor may inspect any or all the works during construction.

■ Mr. Simkin will observe the procedure indicated in your
letter to Mr. Dick of May 15th.

HARRY F. MILLER FILE
1903

AGREEMENTS

Thomas A. Edison Jr.

Thomas A. Edison

Dated January 7th, 1903,

HOWARD W. HAYES,
COUNSELLOR AT LAW
765 BROAD STREET,

| In consideration of the sum of Twenty five dollars

I per week to he paid to me hy Thomas A. Edison for the
j! term of one year from the date hereof, I promise and agree
to and with the said Thomas A. Edison, his executors and
administrators, for his and their benefit and the benefit
of the various corporations in which he or they now are,
or hereafter may become interested, to devote immediately
every effort in my power to procure the cancellation of
all contracts heretofore made by me granting to any person
or persons, corporation or corporations the right to use
my name or any part thereof in connection with any business,
commercial exteriorise or otherwise, and that hereafter
I will not, directly or indirectly, grant to any person or
persons, corporation or corporations the right to use my
name or any part thereof in connection with any business,
commercial enterprise or otherwise.

IN WITNESS* WHEREOF I have hereto set my hand and seal
| this eighth day of January nineteen hundred and three.

Signed, sealed and
delivered in the
presence of

Iricrrru

S_^ £

State of Hew Jersey,
County of Essex.

Cloyd M. Chapman of full age being duly sworn
on his oath says: i am 28 years of age, educated at OornelDj
University as a raechanioal engineer and have been in the
employ of Mr , Thomas A. Edison for about four years as a
mechanical .engineer . X had charge of the erection and
construction of the brick oven to be used as an experimental
work for baking iron ore briquettes at the Edison Lab or a-

tory, West Orange, N.j. This oven is about 100* long, 6'

A xi-

high, and about 4~VR-' wide. In our experiments it was
found necessary to rebuild. 50’ of this 100' oven which
portion was being rebuilt of red brick with 9" fire brick
lining, making a thickness of wall about 18*. This new
portion being rebuilt was about completed anrj William Fin¬
lays on, the boss mason in charge of the work with the as¬
sistance of JOhn Huai! undertook to take flout the centers
which consisted of a wooden arch for the support of the
brick arch during its construction. This wooden arch should
not have been taken out until after the buckstays had been
put in to support the sides of the oven and in the course
of conversation and .instructions to MT. Finlayson on several

flu. ov -tUA. '

occasions previous t6 theAaccident, I told him that the cen*
ters were not to be removed until the backstays were in
place. With this he agreed and (Said that the centers
could be removed with safety as soon as the buckstays were
in place. There was no conversation about him removing
the centers as it was not his place to do.it even though the|

buckstays were in, the removing of these - ent ir ft ‘Xn*' | ir ~vn'
-ty A

jiioved-fry me at such times as I directed. I was there on

the day of the accident but not^ there Just .when the acci¬
dent occurred. During the morning of th^eoidcTrtr Iw^told
rae in substance that he would be t hr ough^as soon as he had
finished plastering the top of the oven and laying a few fir|e

brick in the lining of the old nortion of the oyen. In a
S-'tLcujs x4us

conversation with him on th£ 25th inst.^I askerl him why
he removed the centers before the buckstays were in place
uulfiie replied that he removed the centers from one end of
the arch in order to finish a portion of the wall and
finding the arch apparently strong, he concluded it would
— hs— perfectly. ..safe to remove all of the centers and pro¬
ceeded to remove them for the purpose of pointing up the
interior of the oven. He also stated that he understood
that I did not intend to remove these centers before the
buckstays were in place. He also stated he was willing to
rebuild the damaged portion of the wall and roof without
charge for, his labor as it was no one's fault and that be

K&U. Urpr-h.

had frequently don'e -Mf in this same way and never had one
fall in on him before and accounts for this falling in
because of the jarring to the oven caused by workmen chipping
holes in the foundati6ns'to receive the buckstays.

I have read the above over carefully and canndt
add further to it.

Subscribed and :
Sworn to this>'? ;
March, 1903.

In the Matter of Accident at the Brick Oven

at the Edison laboratory. West Orange, N.J. on the 20th day
of March, 1903.

State of Mew Jersey, :

: ss

County of Essex, :

Robert A. Bachman, of full age, being duly sworn
on his oath says.: I am by trade a machinist and by occu¬
pation a Master imchanic at the Edison Laboratory. I am
31 years of age and have had about 15 years experience
as a machinist and in the supervision of men. Because
of my pdBition, I had a general supervision or overseeing
of all mechanical work going on about and in the said
laboratory. In the course of my work I went to the oven
above mentioned once or twice each day. On March 20th,

1903, about two o'clock in the afternoon, my attention
was called to an excitement down the yard*, in which direc¬
tion I went at once and found that the arch and sides of
mentioned oven had fallen in, striking a man named John
Douall, about 62 years of age and a mason by trade, but at
this time employed as a mason's laborer, and a man named
James Mtjlvihill about 35 years of age, by occupation a
laborer. I at once examined the above John Douall and
found him to have a few, slights cuts about the forehead
and abroken nose. He tried to stand up but fell bock
in a sitting position, I then instructed my men to pick
him up and carry-hM into the machine shop but the ambulance
arrived when we got to the blacksmith shop, a distance
of about 200 feet* He then insisted on standing on his
feet, so the men let him down but he did not care to go
into the ambulance., but walked to the ambulance assisted
by two men, a distance of about 15 feet. He was placed
into the ambulance and made, no more complaint. He was then
taken to Memorial Hospital; ray attention was then called to
Jaipa^ Mulvihill, whom by this time they had carried into
the engine room. I found by exaraing him/ the only ooraplairt

he made, that, he had received a bruised foot which was
quite swollen but X reduced this considerably with hot
water. X then wrapped up his foot and sent two men
to his house to notify his wife and helped to carry him
in. X then took him in a carriage (automobile) to his
home and telephoned for hr . tic flee who arrived and made him
comfortable. I then went to Mr/ Pouall's family and in-
-f-ormod— th*ra--Of- -the - accident and told them I would bring
him home as soon as his wound was dressed at the hospital.

I then called up the hospital by telephone from the Labora¬
tory and learned that he had a broken nose and a broken
log, somewhere near the ankle. So I went to the Pouall
family, the second time between five and six o'clock in
the afternoon and informed them that Mr. Pouall 'would be
detained at the hospital a few days. Theiy then told me
that they had called up the hospital by phone and had
found out about it. Mr s. Pouall then said they were poor

and that j8*. Pouall had a Tine iiupbaed upon him for $50.00
by the union as a mason. He was then unable to pay it
and was forced to work as a laborer and now that this
happened she could not see her way clear, so I told her we
would keep Mr. Pouall on the pay roll and as soon as he
was able to be about, I would employ him as a mason ajr
the laboratory and Phonograph Works, which arrangements I
had made with Mr. Weber just two days before the accident
occurred.. She then thanked me very much for ray kindness
and I left the house.'

The following day, Hist of March, 1905 X went
on inquiry as to Jfulvihill's condition. He wrote me a
note in which he s tated that the doctor had e xarained his
foot, and found that there were no bones broken* but that
the bone io badly bruised and the t issues. I gave the note
to Mr. Elliott. The doctor further stated that it would te
several days before he could 3tand on it*, and' he was coming
to see him again on Monday and that he was suffering great
pain. The following is a true and correct statement

of the above mentioned note.

Copy of Mulvihill'B Note,

"Mr. Bookman the Br was here and says there is no
bones broken bat the bone is badly Bruised and the Tissues
he says it will be several days before I oan stand on it
he is coming Monday again. I am suffering great pain.

.Tames Mulvihill

To Mr Bookman"

The above ndte ls~ without date but was handed to
me by the son of the above mentioned MUlvihill. He said
his father sent it to me. He said this in the presence of
one Patrick Brady Whom 1 had sent to inquire about his
condition. This was March Hist, 1903.

Immediately after attending to the injured after
the accident, I went back to the said kjLin or oven and askel
the boss mason-, ''rm,F,Finlaysdh who ordered him to take out
the wooden arch supports before the backstays had been put
in plabe and properly adjusted; he then said it was per¬
fectly safe to do so. I then asked him whether he
thought it looked that way by looking over the fallen in
kiln or oven. He replied that he was engaged in this
kind of work fOr a number of years and he knew his business.
After these remarks, I told him to gather up his tools
and leave the place, which he did. X then laid off all
the laborers employed on this job.

X called on Sunday morning, March 22nd at the
Memorial Hospital, hut was not admitted. I was told the
rules of the- hospital would not permit more than two visitors
in one day. I then called the second time, Friday March
27th in the afternoon and was admitted ' this time. Mr.

Douall was very glad to see me and apparently doing very
well as he was sitting up in bed.

The work upon which the above mentioned men were
employed, was the construction and building of an oven
built of firo brick lining with red brick on the Outside

laid in fire clay and Portland Cement mortar about 50 feet
3.

[NOT SELECTED: SIMILAR AGREEMENTS BETWEEN THOMAS A.
EDISON, JR., AND THE FOLLOWING COMPANIES: BATES
MANUFACTURING CO.; EDISON MANUFACTURING CO.; EDISON
PORTLAND CEMENT CO.; EDISON STORAGE BATTERY CO • EDISON

DRF Mil I IMr: CVKini^ATr imi '

Vwv~iisn~<AAAri\j^/

A G R R T! M T1 N T,

CHARLES S’. STILWRLL
AND

THOMAS A. EEI SON

DATED

Thia agreement made thia day of

1903, between Charles S’. Stllwell of the Cily
of Newark, In the County of Essex and Stateof New jersey
of the first part'j'.an'4"Tli'omas A. Edison of ilhe Township of
West Orange in said counter and State,' of the second part;

WITNESSES: That' the first party, in consider¬
ation of the sum' of one thousand dollars to him in hand duly
paid hythe second' party," and other valuable consider atL ons,
hereby covenants and agrees to and with the second party
that he, the first party, hereafter will not yso the name
ThomaB A. Edison Jr;, or any part thereof, in any business
enterprise; that may in ary way compete' with any business
in which .the second party is directly or indirectly inter¬
ested, • whether individually or as a stickholder of a corpor¬
ation or 'otherwise,' in any part of ike world: and will' not
directly or indirectly aithorize any such use of said name
or any part thereof by any person firm or corporation in any
part of the world, and vdll no* directly or indirectly use,
or authorize the use of, said name or any part thereof in
any part, of the world, in any way that* may' directly or
indirectly affeot the- business or professional reputation
of the second party; and hereby releases and oancels all
exi sting o.ontr act s under iwhi ch. he is entitled to. or Claims
to be entitled to, any such rights.

And the first party hereby further covenants
that he will hereafter use his best endeavor to procure
the oan collation of any agreements heretofore made by him
giving or attempting to give, any right to the use of
said name, or any part thereof, in connection with any bus¬
iness enterprise, and will, at the request of -the second
party, assist the second party, and all perforations in

which the second party now is or hereafter may he, pecuniar¬
ily interested, in any litigation that may arise on account
of the use of said name or of any part thereof, hy ar*y per¬
son, firm or corporation claiming a right to use the same
hy reason of any such contraot or contracts.

And the first party hereby further oovenants
that he will not hereafter become directly or indirectly
interested in a^y business enterprise in. any part of the
world that is similar to or competes with any business in ■
which the second party now is, or hereafter may be, pecun¬
iarily interested, or which is or may be based on any in¬

vention or inventions of the second party, in the United
States or any other part- of the world.

This oontr act is, however, not to be construed
as prohibiting the first party from continuing certai n lit-
igati. on now on hand between him and the Shelby Electric Com¬
pany of Shelby, Ohio, to be brought to recover certain
royalties olairaed to be due on a contraot in regard to in¬
candescent lamps; nor as prohibiting the first party from

continuing his present business as salesman of electrical
supplies lawfully manufactured by concerns ndw in existanoe.
The second party on hiB part hereby oovenants
and agrees to and with the first party that, so long as the

first party observes and keeps the said oovenants and agree¬
ments and eaoh of them, he, the second party during his life

time, will pajf to the first party the further sum of twenty

UW C/o) %

five dollars eaoh and every week for the term of fifteen i
years from date, said payments to be mailed to the first

party at the post offici

at Newark, New Jersey,

It is further agreed that the second party, shall
at all timsB have the right to restrain by injunction any

breaoh or 'broaches of this agreement by the first party.

In witness whereof the said parties have hereto
set their hands and seals in duplicate the day and year
first above written.

Signed, sealed and delivered 3^-

in the presence of :

AGREEMENT

Between

THOMAS A. EDISON

CLOYD M. CHAPMAN.

Dated July 11, A. D. 1903.

AGREEMENT .

THIS

Made this day of July, nine¬

teen hundred and three, hy and between THOMAS A. EDISON,
of West Orange, New Jersey, U. S. A., of the first part;
and CLOYD M. CHAPMAN, of the same place, of the second part;
WITNESSETH:

W h e r e a s , the said Edison is the inventor
of a process and apparatus for obtaining the gold fron
auriferous gravel deposits, and has recently constructed a
unit of the apparatus required for the operation of Said
process, and has, on the ninth instant, made an agreement
with Leo Salmond and others to test certain deposits in
Australia and Nov/ Zealand with a view to installing the pro¬
cess upon a large scale, (a copy of which agreement is here¬
unto affixed); and

Whereas , the remote location of the depos¬
its requires that said Edison carry out his portion of the
said agreement through a representative; and

Whereas , the said Chapmdn has for the past
four and one-half years been connected with the development
of the said invention, and has had charge, under the direc¬
tion of said Edison, of the experiments connected there¬
with, and has designed and constructed the said unit of
apparatus required for the carrying on of the said process,
and has had experience in the operation of the said process
apparatus:

NOW, THEREFORE, IT IS HEREBY' AGREED by and be¬
tween the parties hereto as follows:

1. That the Baid Chapman shall take charge of the
engineering operations set forth in the appended agreement
(1)

under the direction.; of said Edison; that he shall to the
heat of hio ability and with due diligence pursue the opera¬
tions outlined by said Edison, and shall be ever watohful
of the interests of the said Edison in the matter in hand.

2. That the said Edison shall pay to the said Chap¬
man out of his income, royalty or profits under the said
appended agreement, or any future agreement which may be
substituted therefor, one-tenth part of the gross amount

or value of said income, royalty or profits, so long aB the
said Chapman shall satisfactorily discharge his duties in
connection with the above mentioned operations. Said one-
tenth portion of royalty shall be paid to said Chapman
within thirty days after its receipt by said Edison.

3. It is further agreed by and between the parties
hereto, that the said Chapman may enter into agreements
with and receive emoluments, fees and salaries from outside
parties, provided they are not detrimental to the interests
of the said Edison.

IN WITNESS WHERROE the parties hereto have here¬
unto set their hands and seals the day and year first above
written.

Signed, sealed and delivered
. in the presence of

tfsl CX-CeAij o^ryi— —

FROM THE LABORATORY
of

THOMAS A. EDISON,

ORANGE, N. J. , August 4th, 1905.

Mr. Howard Soandell,

Iona Island, New York.

Dear Slrs-

When Mr. S’. R. Upton saw you he stated that there
would he some delay in sending you an agreement, as Judge
Elliott, who was to draw the agreement, is away. Rather than
delay longer, I have decided to write you and request that
you signify your acoeptanoe of the proposal made in this
letter, which will he considered an agreement between ub.

I am the owner of about 195 acre a situated in the
Town of Stony Point, Rockland County, New York State. With
this I send a description of the property, taken from the
deeds. You- have offered to pay One dollar (#1.00) per cord
for wood cut from this land and ask that you he granted five
years in which to cut the wood. I agree to the proposition
with the following conditionss-

When the wood is out you must cut it clean. While
the wood is ranked' near where it is cut, before moving it,
you are to notify Mr. Woolcock of Cold Spring, or such party
that I may designate, and he will measure up the wood. It
Is understood that you will not call upon Mr. Voolcock or
such other party as I may designate, more than three times
in a year to measure up the wpod. You are to make payments
.before the wood is shipped, when the wood is on the dock. In
case I sell the property before theexpiration of the five

years, your right to out wood is to oease, hut you are given
the right to haul out for sale any wood which you may have cut
when the land is sold.

I have given no rights to cut wood to any party
except to Mr. Herbert, and as part of the consideration for
my arrangement with you, you are to watch my interests on th^
property to see that the wood is not cut by others and to us<js
reasonable diligence^that the property is protected from firj,

I inform you that Mrs Ban-ie-1— H* ibert ^te^~baon-g4ve«- 1 he righi
to cut hoop poles off the property ,_h*s right t<? run witl

Kindly write your acceptance of the above.

Yours very truly,

1 hereby accept the proposition contained in the
foregoing letter.

Hated September 10th, 1903.

HARRY F. MILLER FILE
1905

NiswAnif, . Jan. 11. 1905. ...

Thos. A. Edison, Esq.,

Orange, N.J.

Dear Sir:-

I enclose herewith an assignment and copy, from Thos . A
Edison Jr. to Beatrice Y/illard of the income arising out of two con¬
tracts amounting to about $40. a week. Mrs. Willard is Mr. Edison^
nurse and is still with him, and I represent her in this matter.

I wish, therefore, that you would have future checks made out to
Beatrice Yfillard, assignee, and sent to her.

Yours very truly,

[ENCLOSURE]

IWi^

tyvUj Aftoh-

^ '3

LeSUvia.

sl wm,..
uv\3ak8/ok

't&.oJ''- ^-i\a/rVh?uJ& d.ou>| - CLfWM.cj'wi.Jl. Vyu^

Jjul tSkjL e^mSxcwJ'- . k&iXHAxy- l^u. ^

Idtijfa' i. ■%£»*' T>^ 1 1 6T> -tT vrv^ w|l - £

ijoKulcj ~IW- Q^

eJvicie>Q_, _ fJi«4JL oi^ . H* (|

Um b\<W_ cA -" Mu ibaJwA^

* Kux^ 4^Y U4U .■ Aliu
\^.^,‘ • ■

T~r x.

A<?;q;

** TKe Edison Portland Cement (5.

CsVwmabCX Ud Won-

Telegraph, Freight and Passenger Station, NEW VILLAGE, N. J.
»■ Agreement. P. O. Address, STEWARTSVILLE, N. J.

Deo. 18, 1905.

Mr. J. P. Randolph, . ..

Edison Laboratory,

Orange, N. S .

Dear Sir: —

I beg to hand you herewith, agreement with The
pranlcLin Zino Company, enclosed with your lettef Of the l&bh
inst.

Yours very truly,

ESB-PH

ENCLOSURE.

V. P.

[ENCLOSURE]

AN AGREEMENT made this it,* day of Eebniary,
nineteen hundred and one, between the FRANKLIN ZINC
COMPANY, a corporation organized under the laws of the
State iff New Jersey, of the first part, and THOMAS A.
EDISON, of the. Township- of West Orange, in the County of
Essex and State of New Jersey, of the second part.

WHEREAS the party of the first part is the owner
of the Mineral rightB on certain land and has an option tol
purchase ' same which is located in IiardyBton township,
Sussex County ,N.J. and is known as the Kimball and
Homestead parms, owned by C. and D. D. Munson, which said
land is believed to contain deposits of metallic ore, in¬
cluding pplo.ore , and is desirous that the party of second]
part sha^l ikake a magnetic survey of said land in order to
ascertain; the location of said deposits of zinc ore.

NOW THEREFORE, this agreement witnesses:

/. ■ FIRST : That the party of the second part is

at his own. expense forthwith to cause a magnetic survey of
saiq land to be made and a map thereof drawn, and deliverel
to- the party of the first part, setting out the deposits o’
zinc ore, ;i\f Spy, so far as they can be ascertained by
such- a survey, .and shall to the best of his ability in¬
dicate the pjLace proper or places at which one or more
experimental '.test' holes, to be. made by diamond drills,
Bhould be dtjiiied^to-gether^. with the direction in which
and the de^jih to' which, the said holes should be bored.

The instr'unj^nt • or instruments for making this magnetio
survey are 'jto.be manufactured by the party of the second
part at his.l ovm' expense , but the amount to be paid to the
skilled operator or operators, employed -to make suoh
survey, f or-: canaries and expenses, are to be borne by the
party of the! first part, said amount not to exoeed,

[ENCLOSURE]

however, in the aggregate, the sum of one hundred and
fifty dollars} any amount to he paid for said salaries
and expenses in exoess of said sum of one hundred and fifty)
dollars, are to he home by the party of the seoond part.

SECOND: That if, upon the oompletion of suoh sur¬
vey, it shall seem advisable in the Judgment of both the
parties hereto to drill one or more experimental test
holes at the plaoe or places and in the directions, and
to the depths as indicated, as aforesaid by the party of
the second part} the said hole or holeB are to be drilled
at the expense of the party of the first part, but under
the direction and supervision of the party of the seoond
part, as to the direction ond looation only.

THIKD: That if the drilling of said hole or holes
shall result in finding a deposit of zino oro in the larrl
of the party of the first part, which deposit oan in the
opinion of experts, be worked commercially at a profit;
then the party of the first part is forthwith to pay to
the party of the seoond part, the sum of seventy-five
thousand dollars by transferring to him seventy-five
hundred full paid non-assessable shares of the capital
stock, of the party of the first part, of the par value
of ten dollars each, in full payment for the said services
of the said party of the seoond part.

IN V7ITNE8S WitfilKtSOF the said party of the first par
has hereto set its corporate seal and oaused thesepresent i
to be signed by its president, and the party of the second
part has hereto set his hand and seal, in, duplicate the
day and year first above wril

Signed, Sealed and]
delivered in the
presence of

HARRY F. MILLER FILE

1906

Mrs. E. B. Plummer,
Llewellyn Park,

West Orange, IT. J.
Lear Madam:

I. beg to advise you that on April 25, 1906 1 intend to pay
off the Mortgage for $4500.00, held hy Mary G. Dart and yourself
in favor of Mr. Thomas A. Edison Jr.

Will you kindly advise me at what time and place I oan
meet you or your attorney on April 25, 1906, to make payment and ob¬
tain the original mortgage and assignment with the satisfaction
thereof endorsed thereon, and greatly oblige,

Yours truly,

f/YllW rt O Q. t2(l O0)

'luutuiU % eJ g&cenv* 1^.

£V3 c 7VU.

MIA 2. 9

At- A 9 3 '■

-S~ — JLA . .Jjjh

2 ,94f<3~
/

&*/': ~

ARTICLES OF AGREEMENT made this of February, 1908,

between Thomas A. Edison of Llewellyn Parle, Essex County, New Jersey, of
the first part; and Charles H.Lewis (for himself and as the surviving
assignee of William McMahon of Rahway, Union County, New Jersey) and
Francis W. Jacobs, both of Boston, Massachusetts, of the second part,'

WITNE 33ETH:

WHEREAS, by an agreement between the said Edison, Lewis, Jacobs and
McMahon, dated September 2nd, 1879, and recorded in the United States
Patent Office, February 18th, 18%, Liber U-3R, page 483, the said Edison
granted a personal license to said Lewis, Jacobs and McMahon, to man¬
ufacture and sell a certain new medicinal preparation called "Polyform"
for which an application for Letters Patent was filed September 8t.h, 1879,
but was later abandoned, the consideration for the said license being
Five Thousand Dollars ($8,000.) in cash, and "five per cent of the net
profits arising from the manufacture, sale or disposal in any manner of
the said Polyf nrm'1 , and .

WHEREAS efforts were made by. the said Lewis, Jacobs and McMahon
(trading under the name and style of the Menlo Park Manufacturing Company)
to manufacture and sell the said Polyform, for which purpose a trade-mark
was adopted, employing the name and portrait of said Edison and the said
preparation was marketed under the name of Edison Polyform; but the business I
in question proved unprofitable and was abandoned in or about the year 1880,
and

WHEREAS an attempt was made to revive- the business of the Menlo Park
Manufacturing Company by organising a. corporation under the laws of t.he
State of Maine, called the Edison Polyform Company, to which the said
Lewis, Jacobs and McMahon undertook to assign the said personal license

granted them by the Raid Edison by
day of l.a rch 18&7; and recorded in

Instrument in writing made
United States Patent Of hie

the 30t,h

currently with the agreement first above referred to. Immediately after
the attempt was made to again market the said Edison Polyform, the said
Edison Polyform Company was advised by said Edison that he objected to
the use of his name and protrait. for advertising purposes, and said ad-
vertisments were thereupon discontinued, and no further efforts were made
by the Edison Polyform Company to manufacture or sell, or otherwise dispose
of the said medicinal preparation, and

WHEREAS a New Jersey corporation, nailed the Edison Polyform &
Manufacturing Company, now threatens to market and sell Edison Polyform
on an extensive scale, and t.o use the name and protrait of said Edison
in connection therewith, against the express desire and protest of said
Edison. Said Edison has brought, suit in the Court of Chancery of New
Jersey against the said Edison Polyform & Manufacturing Company, and
sought an injunction to prevent, the said company from using the name "EdisonV
in its corporate title or in connection with its business, or' in any
advertisements circulated or published by it; and said Edison Polyforra
& Manufacturing Company has alleged in defense of said suit that it is
the assignee of the business good-will and trade-marks of and in connection
with thesaid Edison Polyform by reas n of an assignment, from the said Edison
Polyform Company, and

WHEREAS said Jacobs and Lewis, parties of t.he second part., have
represented t.o said Edison that, they will re-assign t.o said Edison their
entire right, title and interest, in and to t.he said license granted t.o
them aa aforesaid, and can obtain and procure satisfactory proof that, t.he
alleged title of h t.he Edison Polyform k Manufacturing Company is fraudulent
and void, and is based upon the surreptitious appropriation of t.he books
and papers of t.he Edison Polyform Company by one Wilbur L. Beaty, who
appears as one of t.he incorporators of said Edison Polyform k Manufacturing

Company, ami the principal stockholder thereof; and

WHEREAS the said Edison desires to secure the services and co-operation
of said Lewis and Jacobs in the prosexntion of his said suit.’ against, the
Edison Poly form & Manufacturing Company, to which end he stands ready t.o
reimburse the said Lewis and Jacobs to the full amount, of the original
investment, in the Edison Polyform, 't.o wit: the sum of Five Thousand
Dollars, ($5,000. ) conditioned, however, upon their surrendering t.o said
Edison t.he entire title t,o the Edison Polyform, and the trade-mark rights
appertaining t.o the same.

NOW, THEREFORE, for and in consideration of t.he sum of one dollar
paid by each of the parties hereto to the other party, receipt of which
is hereby acknowledged and of t.he mutual covenants hereinafter expressed,
the parties hare agreed as follows; -

(1) The said Lewis and Jftoobs,each for himself and the said Lewis
as the surviving assignee of the said McMahon, hereby covenant, and agree
to assist, t,he said Edison in every reasonable way in the prosecution of
said suit, to make a diligent search for and deliver to said Edison all
papers and other documents relating t.o t.he issues there involved, which
they may have in their possession or may be abke to obtain, and to make
reasonable efforts to obtain from said Beat.y, the books and papers of the
Edison Polyforra Company of Maine, surreptitiously acquired by him as afore¬
said.

(2) The said Lewis and Jacobs individually, and the said Lewis as

the surviving assignee of said McMahon, hereby agree to assign, sell, release
transfer anu convey, and by these presents have assigned, sold released,
transferred and conveyed unto t.he said Edison, his heirs and assigns,
their entire right, title nr cl interest in and to said medicinal preparation

called MPolvform" together with all trade-mark rights appertaining to
the same.

(3) JLt is .finally decided in said suit that the said Edison
Polyform Corcp/»n y of Maine acquired any rights under or to said invention,
or under or % O' any trade-marks or t.rade-hames in connection therewith,
then and ip t/mt event the said ’Jacobs and Lewis individually, and the
said Lewig BJI tlie surviving assignee of said McMahon also covenant, and
agree with B„jLd Edison to endeavor to obtain as soon as possible after

said finnj, rf.eeJ.sion, an assignment to said Edison from said Edison Polyform
Company, 0f „3.1 of its' rights in and to the Edison Polyforra and in and
to any trad^fnarke appertaining to the same.

(4) staid Edison hereby and by these presents agrees to pay to
the saidhBWj#» and .Tacobs, the sum of Two Thousand Dollars ($2,000. )

in cash, npor, the execution. of this agreement, said sura being in partial
reirabursehfj,^, p.s herein contemplated’, of the amount originally paid to
him by sai(l Jacobs, Lewis and McMahon. It is, however, mutually understood
and agreed hw and between the parties hereto that the remaining sum of
ThreeThous^rf Dollars ($3,000.) shall be due and payable by said Edison
to said Lewis and .lanobs, their personal representatives and assigns when,
and only ip a final decree is entered in favor of said Edison,

enjoining ^ said Edison Polyform & Manufacturing Company from using
the name i^i^on11 in its corporate title, and in connection with its busines
and in any ^wer-tisements circulated or published by it.’ AM. J2EQ2MM,
in additiop f jier*eto (in case the Court holds that the Edison ' Polyform
Company of y„J.ne obtained a valid assignment of said Edison Polyform) that
the said fi and .lacobs shall procure and deliver a re-assignment, from
the Edison p0J.y$o no Company of Maine to said Edison, as provided in para¬
graph 3 hepB0/, of any rights in and to Edison Polyform and trade-marks

-fl¬

apper i. Rining t.o the same; and also r>rovlrtertTii. be finally decided in said
suit that no lawful and valid transfer of such rights was made from said
Edison Polyform Company of Maine to the Edison Polyform & Manufacturing
Company of New Jersey; and said Edison undertakes to prosecute said suit
to a final decree.

IN WITNESS WHEREOF the parties hereto have executed this agreement

Witness the sig¬
nature of Charles
H. Lewis.

Qy Zs.&auuo*'^

Witness the sig¬
nature of Francis
W. JaooTis.

In Witness Whereof, the said INSURANCE COMPANY OP NORTH AMERICA, of PHILADELPHIA, PA.,

has -caused- this -policy to bo signed by '' the President and attested by its-

e In the CITY OP PHILADELPHIA, PENN’A. This policy shall not be valid until countersigned by the duly authorized Agent (or. Agents j of the Con

HARRY F. MILLER FILE

1907

ASSIGNMENT AND RELEASE

ASSIGNMENT and RELEASE
made by

WILLIAM H. SHELMERDINE
to

THOMAS A. EDISON

made by

WILLIAM H. SHELMERDINE to THOMAS A. EDISON.

WHEREAS THOMAS A. EDISON of Llewellyn Park, Hew
Jersey, by an agreement dated on the 29th day of March,

1899 ( a copy of which agreement is annexed hereto as
Schedule A') assigned to WILLIAM H. SHELMERDINE of Phila¬
delphia, Pennsylvania, and William S. Pilling and Theron 1
I. Crane a one-quarter interest in certain inventions of
said Thomas A. Edison, and in patents secured and to be
secured for the same, and

WHEREAS the said William S. Pilling and Theron I.
Crane did assign and transfer to said Shelmerdine their
respective shares in the said one-quarter Interest whereby
said Shelmerdine became the sole owner of the entire one-
quarter interest aforesaid, and

WHEREAS by an agreement dated the 1st day of May,
1903, by and between said Shelmerdine and the said Edison,
the said Shelmerdine did assign and transfer to said Edison,
his heirB, executors, administrators and assigns, for and
in consideration of the sum of nine thousand, six hundred
and ninety-one dollars and fifty -five cents ( #9,691.55)
an undivided one-tenth part or share in said one-quarter
interest in said inventions and patents and in and to said
agreement of March 29th, 1899, the said agreement of May
1st, 1903 being signed and sealed by William S. Pilling
and Theron I. Crane, in token of their assent to the same,
and

by an agreement dated the 26th day of
October, 1905, by and between said Shelmerdine and the

said Edison, the said Shelmerdine did agree to sell to
said Edison, at any time within four years from the date
thereof, and said Edison did agree to purchase from said
Shelmerdine at any time within four years from the date
thereof, for the sum of eighty-seven thousand, two hundred
and twenty-three dollars and ninety-seven cents($87,223.97)
with interest at four per cent per annum, from May 1, 1903,
the entire right, title and interest owned hy said
Shelmerdine in said agreement of March 29th, 1899, and in
and to the inventions, patents and applications therein
referred to; being the entire right, title and interest
originally assigned to said Shelmerdine, Pilling and Crane,
by the said agreement, dated March 29th, 1899, less a one-
tenth interest therein re-assigned by said Shelmerdine to
said Edison by said Agreement of May 1, 1903, and

WHEREAS by the said agreement of October 26, 1905,
said Shelmerdine did agree, on receipt of the sum of
eighty-seven thousand, two hundred and twenty-three dollars
and ninety-seven cents ($87,223.97) with interest at four
per cent per annum from May 1, 1903 from said Edison, to
execute and deliver to said Edison an assignment and re¬
lease ( assented to by said Pilling and Crane ) assigning
and transferring to said Edison the entire right, title and
interest in and to the said agreement of March 29th, 1899,
and in and to the inventions .patents and applications
therein recited, as originally conveyed to said Shelmerdine
Pilling and Crane, except as said interests may have been
reduced by the said agreement of May 1, 1903.

HOW THEREFORE, X, William H. Shelmerdine, for and in
consideration of the sum of one dollar, to me in hand paid

by Thomas A. Edison, and of other good and valuable con¬
siderations, the receipt whereof is hereby acknowledged,
have assigned and transferred and by these presents do
assign and transfer to said Edison, his heirs, executors,
administrators and assigns, my entire right, title and
interest in and to the said agreement of March 29th, 1899,
and the inventions, patents and applications therein re¬
ferred to; being the entire right, title and interest
originally assigned by said Edison to said shelmerdine,
Pilling and grane by the said agreement of Mar ch 29th,

1899, less a one-tenth interest therein, reassigned by the
said Shelmerdine to the said Edison by the said agreement
of May 1, 1903, and

I, William H. Shelmerdine, for and in consideration
of the sum of one dollar, to me in hand paid by the said
Edison, and of other good and valuable considerations ,
the receipt whereof is hereby acknowledged, for myself,
my heirs, executors, administrators and assigns, have
released, remised and forever discharged and do releasB,
remise and forever discharge the said Edison, his heirs,
executors, administrators and assigns of and from all
manner of action, causes of action, suits, debts, contracts
and claims whatsoever in la w or in equity which I now have
or I, my heirs, executors, administrators and assigns,
hereafter can, shall or may have,, for, upon, or in any
manner connected with, or growing out of the said agreement
of March 29th, 1899, (a copy whereof is annexed hereto and
marked Schedule A1), and the inventions, patents and appli¬
cations referred to therein, from the beginning of the
world to the day of. the date of these presents.

We, William S. filling and Theron I. Crane, being
the parties of the same names v/lio are referred to in an
agreement dated March 29th, 1899 ( a copy of which agreemenl
is hereto annexed and marked Schedule A') have consented
and do consent to the foregoing assignment and release
made by William H. Shelmerdine to Thomas A. Edison.

IH TESTIMONY WHEREOF vie have hereunto set our
handa and affixed our seals at
this 2 J4A day of^^r/t/ 1907.

In presence of:

Schedule A'.

AGREEMENT made this twenty ninth (29) day of
March A.D., between THOMAS A. EDISON, of Orange, New Jersey]
party of the first part; and WILLIAM H. SHELMERDINE ,
WILLIAM S. FILLING) , and THERON I. CRANE, all of Philadel¬
phia, Pennsylvania, parties of the second part.

WHEREAS , the party of the first part is now ex¬
perimenting on certain inventions, novel devices, and im¬
provements classified as follows;

A. Improvements in a process for grinding and
screening coal, end applying coal dust for fuel for steam
boilers, and in metallurgical processes.

. B. A process for crushing, sizing and concen¬
trating of coal to eliminate the impurities therein con¬
tained.

C. Improvements in the re-heating of Compressed
Air, and ilg application to power vehicles, and other appli¬
cations of Compressed Air.

AMD WHEREAS, the party of the first part is will¬
ing to sell, and the .parties of the second part desire to
buy various interests in the above named inventions in
the proportion and on the terms hereinafter mentioned;

NOW THIS AGREEMENT WITNESSETH;

1. That the party of the first part for and in
consideration of the covenants hereinafter made as to pay¬
ments by the parties of the second part, and the sum of One
Dollar to him in hand well and truly paid, the receipt
whereof is hereby acknowledged, doth hereby covenant and
agree to sell to the parties of the sedond part, and to con-

vey, assign, and transfer "by proper deeds of assignment
interests as follows:

IN CLASS A, 12 \/zfo to William H. Shelmerdine ,
his executors, administrators and assigns:

6 l/4 fo to William S. Pilling, his executors ,
administrators and assigns;

6 l/4^ to Theron I. Crane, his executors, admin¬
istrators and assigns.

Said interests so oonveyed to constitute and
cover one-quarter of all the right, title and interest of
the said Thomas A. Edison in Letters Patent of the United
States which may he obtained on the process for crushing
and screening coal to dust and burning the same, of which
the said Thomas A. Edison will be the sole owner, and a
license covering the use for this purpose ( use for cement
by the Edison Portland Cement Company, or its assigns
alone being excepted) under application for Letters Patent
filed March 17, 1899, Serial No. 709447, covering process¬
es and apparatus for screening and sizing fine material;
and also one-quarter interest of the said Thomas A.

Edison divided among the parties of the second part in
the proportions hereinbefore stated in any foreign pa¬
tents which the said Thomas A. Edison may take on the pro¬
cess for crushing and screening coal to dust and burning
the same, of which the said Thomas A. Edison is or will be
the sole owner .

IN CLASS B, 12 x/zfo to William H. Shelmerdine,
his executors, administrators and assigns;

6 l/4^ to William S. Pilling, his executors, ad¬
ministrators and assigns;

6 l/4^ to Theron I. Crane, his executors, admin¬
istrators and assigns.

Said interest so conveyed to constitute and cover

one-quarter of all the right, title and interest of the
said Thomas A. Edison in Letters Patent of the United
States which may he obtained on the process of crushing,
screening and benefication of coal by elimination of im¬
purities, of which the said Thomas A. Edison will be the
sole owner, and a license for the above purpose under ap¬
plication for Letters Patent filed March 17, 1899, Serial
No. 709447 as aforesaid; and also a one-quarter interest
of the said Thomas A. Edison divided among the parties of
the second part in the proportions hereinbefore stated in
any foreign patents which the said Thomas A. Edison may
take on the processes for crushing, sizing and concentratin ;
of coal to eliminate the impurities therein contained, of
which the said Thomas A. Edison is or will be the sole
owner .

IN CLASS 0, 12 l/2^ to William H. Shelmerdine,
his executors, administrators and assigns:

6 l/4 % to William S. Pilling, his executors, ad¬
ministrators and assigns:

6 l/4$ to Theron I. Crane, his executors, ad¬
ministrators and assigns.

Said interest so conveyed to constitute and cover
one-quarter of all the right, title and interest of the
said Thomas A. Edison in the improvements in the re-heat-
ing of Compressed Air ijt the United States and foreign
countries for which application for Letters Patent in the
United States was filed February 27, 1899, Serial No.

706976, covering method of and apparatus for re-heating
Compressed Air for industrial purposes, and applications
for patents made in the following foreign countries:

Great Britain, Prance, Germany, Hungary, Sweden, Denmark,
Spain, Victoria, New SouthWales, Canada, Austria, Russia,

Belgium and Italy, of which the said Thomas A. Edison is
sol& ov/ner in all the countries enumerated, but it is dis¬
tinctly understood that an agreement has been made in re¬
spect to the United States and English patents for the
reheater by which a transfer of the rights under such ap¬
plication in the United States and England only is to be
made to a company to be known as the Edison-Saunders Com¬
pressed Air Company ( a copy of the said agreement is here¬
to annexed), and it is further understood that one-quarter
of the stock received by the said Thomas A. Edison under
such agreement will belong to the parties of the second
part in the proportions hereinbefore named, and be trans¬
ferred to the parties of the seond part by the said
Thomas A. Edison

2. And the said party of the first part further
agrees that he will from time to time as additional Letters
Patent, either foreign or domestic are granted upon the
various applications already pending, as well as in all
applications hereafter to be made covering all improvements ,
modifications, designs, devices, appliances and apparatus
relating to said inventions, their uses and practical appl: -
cations and utilizations, sign, execute and deliver proper
deeds of assignment to the said parties of the second
part, their executors, administrators and assigns for in¬
terests therein, and in the proportions above stated in
said Classes A. B. & C. respectively; and further that thu
said Thomas A. Edison will sign all necessary transfers or
powers flf attorney to transfer certificates of stock in
the Edison-Saunders Compressed Air Company, or all other
necessary papers to vest in said parties of the second
part, complete and perfect title to the interests so sold,
as well as in all improvements made or to be made by him

arising from the expenditure of the additional sum of
money not exceeding Fifteen thousand dollars ( $15,000. )
hereinafter mentioned.

3. And the parties of the second part, for and in
consideration of the forgoing covenants, agree to pay to
the party of the first part as purchase money for the
foregoing interests in said inventions described in Class¬
es A. B. C. as well as in the stock of the Edis on-Saunders
Compressed Air Company, the sum of Seventy-five thousand
Dollars ( $75,000. ) in the following manner:

Twenty-five thousand dollars ($25,000.) upon the
execution and delivery of this agreement;

Twenty -five thousand dollars ($25,000.) at the
expiration of one month thereafter; and,

Twenty-five thousand dollars ($35,000.) at the
expiration of two months thereafter.

4. And the parties of the second part hereby furth-?
er covenant and agree that they will furnish as called for
by the party of the first part, from time to time, sums
additional to the said sum of Seventy-five thousand dol¬
lars ($75,000.) not exceeding the total of Fifteen thous¬
and dollars ($15,000.) for expenditures to be made by the
party of the first part in experimenting, and in making,
and in equipping and perfecting appliances, devices and
apparatus in proportion of fee said inventions. Thereafter
if further experiments are necessary, the expenses ( the
amount of which shall be mutually agreed upon) shall be
borne by each party in proportion to their interests; and
should the parties hereto fail to reach an agreement as

to amount, then the party of the first part shall have the
right to continue the experiments at his own expense, and

after stating the amount thereof is give to the parties of
the second part the option of contributing proportional¬
ly thereto, and on the refusal of the parties of the
second part to so contribute, then the results which can
fairly be attributed to the sole expenditures of the
party of the first part shall be his sole property, with¬
out right of the parties of the second part to share
therein.

5. It is understood that the sales of interests in
Classes A and B are of a total of a one-quarter of the
present interest of the said Thomas A. Edison in the said
inventions and devices, subject to whatever sales and con¬
tracts he had already made abroad.

6. This agreement to be binding on the heirs, exe¬
cutors and administrators of the parties.

IE WITHESS WHEREOF the parties hereto have
hereunto set their hands and seals this 29th day of March,
A.D., 1899.

Witnesses :

W. S. Mallory

Thomas A. Edison

(Seal)

James M. Gregg

W. H. Shelmerdine

(Seal)

Geo. C. Hagner

Wm. S. Pilling

(Seal)

Louis B. Ashbrooh

Theron I. Crane

(Seal)

-v

Francis W. Jacobs

Thomas A. Edison

Dated^^e^^t/e^ 8 -0, ( ^ 07,

TO AXJi TO WHOM THESE PRESENTS SHALL COKE OR MAY
CONCERN, GREETING:

WHEREAS by an agreement made the twenty-first day' of
February, Nineteen Hundred and Six, between Thomas A. Edison
of Llewellyn1 Park, Essex County, New Jersey, of the first
part and Charles H. Lewis (for- himself , and as the surviving
assignee of William KcMahom of Rahway, Union County, New Jer¬
sey) and Francis W. Jacobs of Boston, Massachusetts, of the
second part, the said Edisoni agreed to pay to the said Lewis
and Jacobs the sum of Five Thousand Dollars, Two Thousand
Dollars of which was paid im cash on the execution of the
said agreement and the remaining sum of Three- Thousand Delia -s
to be paid in consideration of certain) undertakings and ser¬
vices to be performed by the said Lewis and Jacobs in said
agreement specifically set forth, im connection with the
prosecution of the suit of the said Edison in the Ne.w Jersey
Court of Chancery against: the Edisom Polyform and Manufactur¬
ing Company.

AND WHEREAS the said suit of the said Edisom against
the said Edison Polyform and Manufacturing Company has beeni
prosecuted to a successful conclusion by the said Edison and
the final decree has been entered in favor of said Edison,
enjoining the said Edison Polyform and Manufacturing Company
from using the name Edison; in its corporate title and in
connection with its business and i'n any advertisement, cir¬
culated or published by it ,

AND WHEREAS the said Edisoni has paid to the, said
Lewis^an'd Jacobs the sums of money in said agreement of
February twenty-first, Nineteen Hundred and Six, mentioned
and set forth in accordance with the terms thereof.

NOW THEKEEOKE know ye that I, Erancis W. Jacobs,
of the City of Boston, Massachusetts, for and. in considera¬
tion of the sum of One Dollar-, lawful money of the United
States of America and other valuable considerations, to me
in hand paid by Thomas A. Edison of Llewellyn Park, Essex
County, New Jersey, have remised, released and forever dis¬
charged and by these presents do for nyself, ny heirs, execul-
tors and administrators, remise, release and forever discharge
the said Thomas A. Edison, his heirs, executors and adminis¬
trators, of and from all and all manner of action and actions
cause and causes of action, suits, debts, dues, sums of
money, accounts, reckonings, bonds, bills, specialties, cov-|
enants, contracts, controversies, agreements, promises, variL
anees, trespasses, damages, judgments, executions, claims
and demands whatsoever, in law or in equity, which against
the said Thomas A. Edison, I ever had, now have or which I,
ry heirs, executors or administrators, hereafter can, shall,
or may have, for, upon' or iy reason of any matter, cause or
thing whatsoever, from the beginning of the world to the
day of the date of these Presents, and in particular for,
upon or by reason of any matter, cause or thing whatsoever,
arising from or by virtue of the said agreement made the
twenty-first day of Eebruary, Nineteen Hundred and Six, be- |
tween the said Thomas A. Edison of the first part, and the
said Charles H. Lewis and Erancis W. Jacobs, of the second
part, which said agreement by these presents is hereby can- |
celled and made void.

IN WITNESS WHBKEOE , I, Erancis W. Jacobs, by Henry
H. Abbott, of the firm of Breed, Abbott & Morgan , of New
York City, ny duly authorized attorney, have hereunto set

ray hand and seal, the ft day 0f September, in

the year of Our Lord One Thousand Nine Hundred and Seven.
Signed Sealed and Delivered )
in the presence of )

/rtf

Lieu Jfc

H&Wf-

State of Hew York )

jss:

County of Hew York )

BE IT REMEMBERED, That on this day

of September, in the year of Our Lord One Thousand Hine
Hundred and Seven, before me, the subscriber, personally,
appeared Henry H. Abbott, of the firm of Breed, Abbott &
Morgan, who being by me duly sworn on his oath, did depose
and say that he is the duly, authorized Attorney of Francis
W. Jacobs in the within Deed of Release mentioned, for the
execution of the said Deed of Release on behalf of the said
Francis W. Jacobs and he did thereupon acknowledge that he
signed, sealed and delivered the same as his voluntary act
and deed and as the voluntary act and deed of the said Franc:

Sworn
this
September, 1907.

-> . A*

<X. C — •

Hew York, August 5th, 1907,

j( I, FRANCIS VV. JACOBS, hereby authorize and

I empower HENRY H. ABBOTT or the firm of BREED, ABBOTT &
MORGAN to collect for me my one-half interest in the pro¬
ceeds to be paid by Thomas A. Edison for the release of my
interest in Edison Polyform, and to give a good and valid
receipt therefor on my behalf.

HARRY F. MILLER FILE
1908

AN AGREEMENT, made this 4fih day of May, 1908, by
and between Thomas A. Edison, (hereinafter called the "ven¬
dor"), of the first part, and The North Jersey Paint Company,
a corporation organized under the lairs of the State of New
Jersey, (hereinafter called the "company"), of the second
part.

WHEREAS, the vendor is the owner of the property
and rights hereinafter described; and

WHEREAS the board of directors of the company have
ascertained, adjudged; and declared that the said property and
rights are of the fair value of eight thousand dollars
($8000.), afad that the asqulsition thereof is necessary for
the business of the company and to carry out its contemplated
objects :

NOW, THEREFORE} this agreement witnesseth:

X, That the vendor has sold, assigned, transferred
and set over, and does hereby sell, assign, transfer and
set over unto the company. Its successors and assigns, all
his right, title and interest in and to the following de¬
scribed property, to wit:

The pending applications for patents and trade marks
covering methods for making water-proof paints, numbered as
follows :

Waterproofing Paints for Portland Cement Buildings, filed
F#b. 6, 1908, Serial No. 414,675
Waterproofing Fibres and Fabrics, filed June 1, 1908, Serial
No. 436,104

Waterproofing Paint for Portland Cement Structures, filed
June 1, 1908, Serial No. 436, 105
00. The epmpany hereby agrees, in consideration

of the said Bale and upon the delivery of said property to
it, to issue to the vendor as hereinafter provided, and to
such nominees as the vendor shall in writing hereafter di¬
rect, at such times and in such amounts as they shall re¬
spectively direct, certificates of stock of the company
to. the aggregate amount of eighty shares, and said shares
shall be deemed: to be and are hereby declared to be full-
paid shares and not liable to any further call and the hold¬
ers of such stock shall not be liable to any further pay¬
ment thereon.

I Vi. The delivery of the certificate for said
shares to the vendor fend his receipt for the same shall be a
full discharge, of each of the parties hereto to the extent
thereof.

Mill, Said stock shall be Issued as follows:

To the vendor eighty shares

V. The vendor hereby covenants and agrees with the
company, upon the request and at the cost of the company,
to execure and do all such further assurances and things as
shall be reasonable be required by the company for vesting
in it the property and rights agreed to be hereby sold, and
giving to it the full benefit of this agreement.

WITNESS the hand and seal of the vendor and the
corporate seal of the company, attested by the signatures
of its officers thereunto duly authorised, the day and year

Thomas A. Edison
The North Jersey Faint Company,
President.

first above written.
In presence of *-

ATTEST: W. H. Has on
Secretary

E.C. M I LL E R & CO.

V I]

Mr. Then. A. Kdieon,
Orange,

My Boat Ur. Edioonj-

... ■

t/W/A'vx £*•*“>

Uiny thank* for your kin* fatfprtff yootarday.

-any tunas for your kin* fatfpr df yoatordoy. I greatly ap- J
proqiato your Iclcdneas if you krill ^oV^^ktowaa SoOn^a yv^.hdax fxo% tbs- ^

Storage Bat t ary tondB, 40 l ^birfle I oan arrange for $15,000 of than. Wt) d*^
live red Ur. Mallory to-day too uapaid ooupojia <?n on* tondo. and or will bo glad^^^
to avail myself of your kindnaso an* efttotgo with you tor the $10,000 pa ^no^ioth
fpk retmttip on too bools you propoae, tobatituting too now otook roooived in
of tto ayorduo coupon#.

E.C.MILLER & CO.

PHILADEU-nin uuuo 9uruo«

”■* i t-fc, <?

•+T

It It *9 WJVB conronion* tea youl ^4 ifr^ngo to uao the $10,000 whioli ,‘l
you as* good enough to arrtjjg* IBs on the 30 th of JftMo Inatoad'ot" tile 10th.

WUl.5r6tL alftb kindly lot mo know uhon you expaot th»_3yoiago'Batt0xy
bond nan to return In order ttot^»a-cim-tlnarouTnoaoa rnlng the $15,000 bonds.

Ur. fhoa. A. Ediooh,

Stmftgrillo,

UJr Osar Hr. Edloon:-

TW-

:e*~i

c z-t-J&tr Lf 6
U± >, jeJ>- — Ss*CT

Lfr^js. *>"U“V

((U eCT St> ^3^2, /

TKe Edison Portland Cement Co.

Telegraph, Freight and Passi

P. o. address. STEWARTSVILLE, N. J.

July 2d, 1908.

8ALE8 OFFIOE8:

1. Unlon° Bulldl nc

Oa.V Nntlona|CDftnl<UBu0

Mr* Thomas A« Sdison,

Edison's Labr atari es, ' Jlil W

Orange, N. J.

Dear Sir) : *

We are in receipt of your favor of the 30th enclos¬
ing check for $2000.00 to the order of The North Jersey
Paint Company in payment of certificates No.2."and 3 for
ten shares each, in the names of W. S. Mallory and W. H.

Mason respectively. Stock not Issued, of course, remains
as treasury stock on which action of the company can be
taken at any time in the future.

As requested we enclose you herewith copy of the
agreement made by Mr. Sdison in which he transfers his
rights to The North Jersey Paint Company. We dbinbt think
it is necessary for Mr. Mhllory or Mr. Mason to own any
additional stock, as certificates No. 8 and 3 cover the
ground qualifying them as directors.

Yours very truly.

The Edison Portland Cement Co.,

9/29/08 . .

Mr. H. E. Miller:

In reference to the lansden Co., I hand you herewith my letter
of August 31st to Mr. lansden together with the Accountants'

report and the inventories, in order that you may confirm my under¬
standing of the. proper settlement to he made. In the first place,
Mr, Edison stated yesterday that his understanding was the same as
Mr. Lansden's, i.e., that the statement of June 30th was merely
an approximate statement which was later to he corrected if necess¬
ary, and he also said that he would he willing to accept as correct
Mr. lansden's revised statement of August 3lst. This latter
statement shows an increase in the excess of assets over liabil¬
ities from June 30th to August 3lst of $1988.72, so that the price
to he paid will he increased to $36,988.72. We have already paid
D. S. lansden $10,000.00 in cash. Under the agreement we are to
...... — . . pay him $17 ,000.00 -in f our~.no.tes_of .$4,250. 00„each,... maturing _in_.,_ .

three, six, nine and tv/ give months ^y^This leaves a halanceof^/
^$97988/?2^to he paid to John M, Ijmsden-Z'^Mnd out from Mr. Edison
how he wishes to pay this balance- -whether in cash or by notes.

I attach hereto my pencil memorandun giving my understanding of
the situation. If you do not agree with me in this calculation,
let me know.

. N \

Z?C

'ftLi

Jo*.

A&t-VSU -cJ -fry iLu JU*z(^ju c2&UiJ& <4-

tnt ~XXZlL* (XAsuu£~a I -'I fcf ' l

HARRY F. MILLER FILE

1909

October 8, 1909.

Frank L. Dyer, Esq.,

Legal Department,

Edison Phonograph Works,
Orange, IvT. J.

; OCT 11 1909
V f»ank l. dyer. J

My dear Sirs-

I have delayed answering your late communication with
reference to the 1440 shares of stock of the Edison Phonograph
Works until the conclusion of some interviews which 1 have had
with persons representing some of the bondholders. I now enclose
to you a statement of the exact situation, which I send to you
confidentially, so that you may have it to refresh your mind as
to the practical and legal status of the stock. While there is
nothing in it which could be used to the detriment of the persons -
I represent, yet I hope that you will treat it with confidence. • •
Some of these bondholders, if they learned that I had been thus
frank with you, might meanly believe that this communication had
some ulterior purpose. Such persons are capable of wrongfully
imputing to me a disregard of professional obligations, notwith¬
standing that I do not act in any fiduciary or professional
capacity with reference to their interests. Your high standing at
the Bar, and I hope mine, should preclude such a though^' but you
know "small men are capable of small things", and so I urge upon
you that this statement be not used for any purpose except f.or' such
discussion as you may have with your client.

f write this because 1 believe there is a fair desire
. part of Hr. «U.„ and a f.lr dosiro upon the part a

- 2 -

majority of the bondholders to obtain a just settlement of all
this annoying litigation and prevent for the future the institution
of "strike" litigation by dissentient-persons, who may thereby
imagine they could compel the payment to them of moneys in excess
of their rightful pro rata distribution. Prom the papers and
documents in my possession, and relating to the Edison United
Phonograph Company and the International Graphophone Company, it
is apparent that for many years the relations between Mr. Moriarty
and some of the other men interested in these corporations became
those of distrust and Suspicion. One of the results of this
distrust was to destroy the value of these corporations as market¬
ing agents for the products of the Works company, as primarily
contemplated. I am quite frank to say that the greater part of
this distrust must have been engendered through the business
methods of the late Stephen E. Moriarty. I presume that I am
now the- only man - except perhaps Hr. Edison - who has entire
knowledge of the history, and I dare say that I am the only man,
who knows the detailed history of the financial and legal
operations of these two corporations.

It is quite apparent to me that but two plans are left
for the settlement of the ownership of the Works stock. One plan
is based upon the purchase by Mr. Edison of the stock at a price
which the bondholders will accept, and which Mr. Edison is willing
to give. This purchase will be accomplished by such legal'
means as we may devise by which Mr. Edison will obtain a good
title. The other plan involves no purchase, but a distribution
of the stock in specie among those who are legally entitled

to it. This plan can now he readily accomplished, but it will
distribute the stock among a large number of people. Most of
them will be very wealthy men or estates, from whom it might be
impossible to purchase at any figure which Mr. Edison would be
willing to give. A number of these might combine their stock
after it had been allotted to them, £oxm a syndicate and endeavor
to have an accounting of what wrongfully or rightfully they
believe to be the withheld profits of the Works company. If such
a syndicate is not formed, there will certainly be enough of the
stock in the hands of a few people, who have the inclination
and spirit , to engage in constant litigation with Mr. Edison
over it.

In estimating the amount of an offer which may be made
for the stock, I am aware that Mr. Edison will (justly believe
that neither the holders .of the stock, nor the stock itself
since issuance by the Works company, approximately, ten years
ago, have contributed by personal efforts or otherwise to the
practical and financial success of the Works company. Its
ownership doubtless has been a constant source of strife and,
therefore, Mr. Edison may feel that it is not morally entitled
to participation in the profits of the concern for the purpose
of its purchase . It is my intention upon receiving from you
an offer for the stock to frankly submit the offer to the bond¬
holders and the stockholders of the two corporations with the
alternative offer that they consent to a distribution in specie.

If neither of these propositions are accepted, I shall proceed
with the litigation.

- 4 -

I am entirely convinced, and X think my opinion has been
confirmed by every lawyer, who has examined the questions involved,
that ultimately the receiver of the International Graphophone
Company will recover these 1440 shares of stock from the Guaranty
Trust Company. If and when that time comes, it will be necessary
for the receiver to convert the stock into cash,, Eor the purpose of
informing the Court as to its value, in order that it may be
guided in the confirmation of any sale, which the receiver may
make, the receiver will be entitled under a dobtrine of State comity
to ask the aid of the Hew Jersey .courts for a complete examination
of the affairs of the V/orks company. This course, as attorney
for the receiver, I will be compelled to pursue, and while such
litigation by the receiver may seem to be annoying and oppressive,
yet I will be unable to escape the performance of such a duty
irrespective of my personal opinion as to the expediency of moral
right of such procedure. Host of the bondholders know that at
one time §180,000. was offered for the stock and when I
attempted to induce the bondholders to accept their distributive
part of this amount, a number of the bondholders, represented by
Hr. Howard E. Bayne of Hew York, declined to do so. At that
time it was suggested to me that they would direct the Guaranty
Trust Company to sell the pledged stock of the International
Graphophone Company (45,000 shares) out under the pledge. A
syndicate of the bondholders, a few in number, intended to buy in
the stock, which they could readily have obtained for a small sum.
They then intended to transfer the 45„000 shares of stock on the
books of the International Graphophone Company to themselves as

the owners thereof, take possession of the Board of Directors,
demand and obtain possession of the 1440 shares of Works stock
and proceed to harass Hr. Edison to obtain what they were
pleased to call an accounting. They intended to ignore ray
arduous professional labors performed for more than two years,
all the rights of the outstanding stockholders of the International
Graphophone Company- 5,000 shares - and all the rights of the
Horiarty Estate. : The plan was suggested to.;me and I declined to
participate in it and promptly retaliated by instituting proceedings
to dissolve the International Graphophone Company and thus prevent
them from selling the pledged 45,000 shares of stock, because upon
such dissolution, it ceased to be stock which could be sold at
public sale. Among these bondholders appears the name of Hr.
Twombly. l have never had any personal connection with him
upon the subject, nor with his counsel. I have been informed ,
however, a number of times that he has declined to act with the
majority of the bondholders in any proceeding, which to him
would seem to constitute an unfair attack upon Hr. Edison. I
assume, but without any authority, that any arrangement .which the
rest of the bondholders would accept, and which Hr. Edison would
concur in, might be agreed to by Hr. Twombly at the instance of
an intermediary - known to him and agfeeable to. all parties.

I suggest that whatever you determine to do, it should be
presented as an ultimatum, and if the price offered is not accepted,

we can then proceed among ourselves to litigate the ownership
of the stock or distribute it in specie. 1 enclose you as part
of the statement a list of the bondholders and a list of the
stockholders of the International Graphophone Company. The
Edison United Phonograph Company, which issued the bonds, has
been dissolved in New Jersey for non-payment of taxes. The
English corporation has been dissolved and the bondholders will
receive little, if anything, from that asset.

Be kind enough to give to this communication as
prompt consideration as may be convenient.

[ATTACHMENT]

BONDHOLDERS .

SELIGMAH 57000
PEOPLES TRUST COMPANY 15000
BEERS AND MULLEN 5000
HEW YORK TRUST COMPANY- 30000
•WELLS 7000
ESTATE OP COCK 40000
PLATT’ 20000
ESTATE OP BLISS 30000
TYTOMLEY 30000
IT BANK OP IT. A. 30000
MERCHANTS B OP PHILA. 10000
LOVERIITG 15000
ST EARNS 30000
ESTATE OP JAMES 40000
SIMPSON THATCHER and BARTLETT 1000

These Bonds will "be considered with reference to
their face -value, and eliminating consideration of unpaid
coupons. They are 360 in number. They we re issued By Edison
United Phonograph Company, now dissolved. They are secured
By a certain collateral trust agreement, dated January 15th,
1903, But executed March 26th, 1903. This agreement was made
By the company together with S. P. Moriarty as a surety, unto
the Guaranty Trust Co. The property given as security By the
principal mortgagor consisted principally of securities of the
Edison Bell Vo., an English corporation. These securities are
now practically worthless. Moriarty, as surety, deposited

[ATTACHMENT]

-2-

45000 shares of the International Graphaphone Company stock.
The stock was in his name. The total amount of its authorized
and issued stock w as 50,000 shares. Moriarty had acquired this
45000 shares by purchase and transfer to him hy some of the
proposed bondholders.

The outstanding 5000 shares was and is owned
JOHN WAMAHAKER 1500 shares (Cost him $75,000.)

ESTATE OF WARRE1T B. CHEERY 500 " « " §25,000.7

ESTATE OE S. E. MORIARTY 720 " _ — . . - .

(Pledged with J. & W.

Seligman & Co.) 2100 "

Three others 180 11

5000 "

March 26th, 1903 Moriarty and John E. Searles were
in control of the International Graphaphone Company. Under the
terms of the Trust Deed, Moriarty retained the voting power of
his 45000 shares which he pledged as surety. As pledgor he
was entitled to vote it. He was prohibited by the trust from
so voting his 45000 shares of stock as to mortgage the property
of the International Graphaphone Company. He was not prohibited
from selling it.

This property consisted of 1440 shares of the Edison
Works Company, standing on the books of the Edison Works Company
In the name of the International Graphaphone Company. The 1440
shares, without going into details, constitutes practically

[ATTACHMENT]

-3-

30^ of all that stock of the Edison Works Company which is
entitled to participate in dividends or assets of the Works
Company. On March 27th, 1903, a few of the proposed bondholders
became alarmed at the language of the instrument of trust and
thought that it did not prohibit Moriarty from so voting his
45,000 shares as to sell the property of the International
Graphaphone Company and thereby render worthless his pledged
stock. On that day they caused a meeting to be held of the
minority of the executive committee of the International
Graphaphone Company. Moriarty was a director of the Internation¬
al Graphaphone Company and its vice president and a member of
the executive committee. This meeting was called without
notice and at the meeting were present Mr. Searles and Messrs.
Morison and Oakley. The two latter gentlemen held one share of
stock each and were merely nominal directors and members of the
executive committee. They passed a resolution reading as
follows:

"RESOLVED that 1440 shares of the capital stock
of the Edison Phonograph Works, "belonging
to this company be deposited with the
Guaranty Trust Company of New York,
holders of 45,000 shares of the stock of
this company under mortgage, subject to
the following terms, viz; said shares
shall not be sold nor withdrawn from said
trust company except with the assent of a
majority of the bondholders, who are
secured by the collateral trust mortgage
of the Edison United Phonograph Company,
dated January 15th, 1903, for the benefit
of the bondholders, but transfers of such
shares as may be necessary to qualify
representatives of the company on the
board of the Edison phonograph Works may be
Bjade from time tib time as may be necessary."

[ATTACHMENT!

-4-

Thereupon the certificates representing these 1440
shares were delivered, to the Guaranty Trust Company, accom¬
panied by a certified copy of this resolution.

On Hovember 8th, 1907, a decree of the Supreme Court of
Hew York was entered in a suit in which the People of the State
were plaintiffs and the International Graphaphone Company was
defendant. By that decree the International Graphaphone Company
was dissolved as a corporation, and its property and hooks were
delivered to a receives, Mr. James P. Lynch, who was directed
to collect all of its property, and for such purposes to
institute suits and actions in courts of this state or of Hew
Jersey. During the lifetime of Moriarty and on February 23rd,
1907, a resolution of the hoard of directors— new elected—
of the International Graphaphone Company was passed rescinding
and setting aside the action of the executive committee and
authorizing a demand upon the Guaranty Trust Comparer for the
possession of the stock. Immediately after the appointment of ■■
the receiver he made a like demand upon the Guanarty Trust
Company. TXie Guaranty Trust Company refused to deliver the
stock upon the express ground that it held it as additional
Collateral security under the deed of trust notwithstanding
that it had formerly given a receipt that it only held the
stock by authority of the resolution. Immediately after the
receiver made this demand he brought a suit in the State of Hew
Jersey against the Guaranty Trust Company and the Edison
Phonograph Works. The suit was brought to declare that the '

[ATTACHMENT]

-5-

title of the stock was in the receiver and to enjoin the
Works Company from transferring it to any one else. An
injunction was issued amd still stands. The bonds became due in
January, 1908. The Guaranty Trust Company temporized with the
suit in Hew Jersey until it finally brought a suit in equity
in Hew York against the executor and executrix of the Moriarty
estate, the Edison United Phonograph Company and Iijmch,
receiver. By this suit they sought to enjoin lynch from
carrying on the suit in Hew Jersey. They bring the suit
primarily to foreclose the trust mortgage. They ask for a
construction by the court of their duties as trustees, alleging
that they hold the 1440 shares under an equitabLe mortgage
for the payment of the bonds. This suit is pending under
answers by the various parties and doubtless will be tried this
year. They also seek to foreclose upon the 45,000 shares.

They ignore the fact that the principal defendant has teen
dissolved. It has been decided in this state that when a
corporation is dissolved, its capital stock ceases to be stock
as such and that a pledgee of such stock cannot sell the stock
at public sale but must appear in the receivership proceedings
and collect his proportionate part of any assets distributed by
the receiver. The case then presented is; Can the officers
of a corporation take all of its property and attempt to pledge
it for the debt of another corporation and the debt of one of
its officers without any consideration to the corporation and
without its having ary interest whatever in the indebtedness?

[ATTACHMENT]

-6-

It is perfectly manifest under the resolution that at best
the Guaranty Trust Company only holds the 1440 shares of stock as
depository and not under equitable mortgage. In an;/- event the
Guaranty Trust company can appear in the receivership proceedings
and after the debts of the International Graphaphone Company
are paid receive its distributive part, being 45/50 of all
of the assets represented by the 45,000 shares of stock its
holds as pledgee.

The ordinary process of closing up a receivership
would be to sell at public sale the property of the dissolved
corporation. Prom the proceeds are paid the expenses of the
receivership— then the creditors are paid and the balance, if
any, goes to the stockholders. A leading case in this state
holds squarely that in such event the receiver must deduct from
the share of any stockholder of record- the debt which that
stockholder may owe the corporation. The stockholder of record
of the 45,000 shares is Stephen E. Moriarty and not the
Guaranty Trust Company. The Trust Company is a pledgee. If
hr. Moriarty, the record holder, owes the I. G. Company any
money, that amount would be deducted from his distributive
share unless the above stated principle is not operative as
against a pledgee. If the rule applies it might well happen
that the Trust Company would receive nothing unless it could
establish its alleged claim to the 1440 shares of stock. Ad
claimed by the Trust Company, Moriarty not only hypothecated
9/lO of the capital stock but in disregard of the rights of the

[ATTACHMENT]

-7-"

other l/lO also hypothecated the entire assets or the corpora¬
tion to secure a debt in which the corporation had no interest,
it is not believed that the Truat Company will succeed in this
contention. One of the outstanding stockholders holding a part
of the 10$ is Hr. John Wanaraaker, whom we are advised paid
$75,000 for his 1500 shares of stock and if the contention
prevails -of the Trust Company, his interest would be wiped out.

If the Trust Company prevails, it would have to sell
the 1440 shares of Works stock at public or private sale. If
The Trust company fails the receiver would have to sell the
stock at public or private sale. In either event sale would
haTO to be made to the highest bidder for cash. These sales
must be made at the end of the litigation publicly and for
cash unless the bondholders all of them and the creditors and
o utstanding stockholders in the other case of the I. G.

Company consent to a< di stribution of the 1440 shares in specie.

This capital stock represents 30$ of the Works
Company assets. Uo one knows what these assfcts are except Hr.
Edison. The only feasible plan for the bondholders, stock¬
holders and creditors of the I. G. Company to recover the fair
value of the stock is to distribute the stock to the persons
entitled in specie.

To do this it will be necessary to enter in the
present case and in the receivership matter decrees by consent
of all parties concerned. As shown by the figures below the
bondholders would receive three shares of stock for each bond.

[ATTACHMENT]

-8-

They coulcl then transfer the stock on the hooks of the Works
Company to themselves, if they desired to hold it as an
investment, or such of them as wished could vest their stock in
a trustee or trustees of their own selection and employ counsel
to compel an examination of Kr. Edison's hooks and an accounting
of assets and diverted profits, if any. Even if the entire
amount of stock did not care to participate in this proceeding
certainly a very large number of shares would he willing.

It is not deemed necessary in this statement to give
the details of some items.

In round figures the debts and expenses of the
receivership are $38,000. This is made up of claims of
creditors, with interest, of §21,600 (details on application).
The receiver's fees and attorneys' fees for receiver are each
fixed at 5fZ of the assets of the receivership. Eor the purpose
of lessening these fees, the percentage is computed on the
stock only being worth par or §144,000. This log charge thus
being $14,400 or a total of $36,000. If the receiver and his
attorney with the consent of the creditors and stockholders
will accept capital stock at $150 per share, they would receive
240 shares. If there is deducted from the total stock of 1440
shares this 240 shares there would he 1200 shares left for
distribution to the stockholders. This would give to the
outstanding lofi of stock 120 shares and to the Guaranty Trust
Company for the bondholders 1080 shares. If this latter number
of shares is divi ded among the bondholders , each hind would
receive three shares.

[ATTACHMENT!

...... .Jy

-9-

Ab heretofore stated, the bondholders could then
pool their stock if desired.

This leaves unsettled only the item of the expense of
the truotee and its counsel. It is believed that the English
assets will pay this. Inquiry just made in London by hr. Slater
of the firm of Pitch, Slater & Randall, has elicited the
folio vdng facts: The business of the English Company has been
wound up and its remaining assets are in the hands of a receiver
in cash for distribution. There were preferred mortgage
debenture bonds 'which were a. first lien and prior to the first
imortgage debenture bonds held by the Guaranty Trust Company
under the trust . Those preferred bonds have been paid in full
and it is stated that there is cash enough on hand to pay a
divi dend of from 5 fo to lOJi on the outstanding first mortgage
debenture bonds with their deferred interest warrants. The
amount of the first mortgage debenture bonds in the possession
of the Guaranty Trust Company is 27,260 pounds sterling. The
trustee also has certain deferred interest certificates j the
exact amount of which I aip not informed. In round figures,.,
a dividend of 5^ would be soinewheres about $7,000 and if it was
10^o at least $14,000, more than sufficient doubtless to meet
the expenses of the trust.

It is repeated that this plan cannot be carried
through without the consent of the bondholders and the
creditors of the I. G. Company. If the outstanding stock of
the I. G. Compary does not agree with the plan, it would be
proceeding against its interests.

[ATTACHMENT!

-10-

The duty of tho receiver in this case is very plain.
He must protect the stockholders of the International
Graphaphone Company.

If the offer should he made no-, 7 to purchase this
capital stock for cash, the legal method suggested of giving
a good title to the purchaser is as follows: All the bond¬
holders consenting, a decree by consent could be entered
in the foreclosure suit. By this decree the receiver would
be declared the owner of the 1440 shares of stock and the
Guaranty Trust Company would be directed to turn the stock over
to the receiver. Contemporaneously with this a decree would
be entered also by consent in the receivership proceedings,
by Which the receiver would be directed to sell the stock at
private sale to the purchaser for the price named. In the
0,'ime decree the account of the receiver would be approved and
he would be directed to distribute the proceeds as follows:

1. To pay the expenses of the receivership.

2.. To pay the debts of the International Graphaphone
Company.

3. To distribute the balance to the stockholders,
vis. 90£> to the Guaranty Trust Company
and 10^5 to the outstanding st ock. The
figures relating to this distribution are
hereinbefore set forth.

H 3? M.

The naked certificates representing 1440 shares of
the Edison Phonograph Works sbck are in the possession
of the Guaranty Trust Company. They have been endorsed in
blank by the International Graphophone Company designated
in the certifies tes as the owner. They have stood and
now stand on the books of the Works c'ompany as being the
property of the International Graphophone Company. They
were handed over to the Guaranty Trust Company by a
resolution of a minority of the executive committee of the
International Graphophone Company. The resolution provides
that they 3hall bo deposited with the Guaranty Trust
Company, there to remain until a majority of the
bondholders shall direct their return to the International
Graphophone Company or until certain bonds issued by the
Edison United Phonograph Company, for v/hic h bonds the
Guaranty Trust Company is the trustee, should be paid.

The bonds are secured by certain property of the Edison
United Phonograph Company and by 45,000 shares out of the
total capital stock of the International Graphox^hone
Company, which were deposited by Moriarty as a security
and who is named as a surety in the deed of trust. Lynch,
the receiver of the International Graphophone Company,
claims that this deposit of the 1440 shares o^ stock was
UETBA VIRES and is void. He has demanded the return of
the stock in his counterclaim to the complaint. The
complaint was brought, by the Guaranty Trust Company- agains t
the Edison United Phohograph Company, the executor and
executrix of the Horiarty Estate and Lynch as receiver.

It is primarily based upon the assertion that the deposit
of this particular stock under that resolution was

-2-

intended to create' and did create an equitable mortgage on the
1440 shares of stock owned hy the International Graphophone
Company. In other words, it is contended that all the property
of one corporation may he hypothecated hy its officers to se¬
cure a debt due hy themselves as individuals and hy another
corporation, in which debt the corporation owning the property,
which is so claimed to he subject to a lien, has no interest,
which it did not create, nor secure nor endorse, nor guarantee
and for which attempted hypothecation of its property, it re¬
ceived no consideration whatever.

While this case was pending, and it will he reached
for trial this year, Lynch, as receiver, having demanded the
return to him of the 1440 shares of stock and having met wi th
a refusal, has brought action against the Guaranty Trust Com¬
pany in conversion for its alleged value, $504,000, The Guar¬
anty Trust Company is the defendant. This has placed the latter
company in a position where if it loses its contention that it
holds the stock rightfully as an equitable mortgagee, that it
holds it wrongfully against a lawful demand, and has, there¬
fore, converted it and is liable for its actual value. I as-
sune that the Guaranty Trust Company has taken the stand that
it will not proceed with this litigation unless it is indemni¬
fied against its total loss.

Prior to the appointment of the receiver, Mr. Edison
offered $144,000. for the stock or par, which offer was subse¬
quently raised to $180,000. The total capital stock of the
Edison Phonograph Works is 6,000 shares, a part of which is
expressly declared to have no interest in the earnings or as¬
sets and this leaves 1440 shares of stock owned by the receiver
as being about 30 per cent, of the capital stock of the Edison
Phonograph Works entitled to participate in dividends and

-3-

as sets .

The Guaranty Trust Company has taken the position
that inasnuoh as i t has assumed on the record that it holds
the stock as an equitable mortgagee, that it cannot abandon
that position voluntarily without the consent of all the
bondholders for whom it is trustee. THIS CONSIST CAIT1TOI BIS
OBTA THUD .

The resolution under which the stock was handed
over ,however, provided that upon the demand of a majority of
the bondholders, the stock may be returned to the owner.

After they vere confronted with the conversion action, they
concluded that it was best to make a quick settlement. They
admitted that they cnuld, if they desired, upon the petition
of a majority of the bondholders, which they could obtain, turn
the stock over to the receiver. They did not desire to do this
unless they could be assured that the receiver would sell it
for a fair price. If and when he makes such a sale, there
should be deducted from the amount (a) the debts of the Inter¬
national Graphophone Company, amounting to about $20,000 (b)
the fees of the receiver and his attorneys based upon the
statutory percentages (o) the balance of the money would give
90 per cent, thereof to the Guaranty Trust Company, holders
under the pledge of 90 per cent, of the capital stock of the
International Graphophone Company, and 10 per cent, thereof
to the outstanding stockholders.

From this 90 per cent, the trustee should retain his
expenses and counsel fees and distribute the balance to the
bondholders .

In order to insure that a fair price would be
received by the receiver, and that he would not waste the
stock, it has been tentatively agreed between the receiver,

-4-

attorneys for the trust company and the attorney for a majority
of the bondholders, that they would seek to obtain from Mr.
Edison the best price he would pay and impliedly, that if he
did not make a fair offer, that a legal fight would be opened
against Mr. Edison for an accounting and for an examination of
the books. It will be observed that the only person, who can
make such a fight is- the record holder of the stock, viz. the
receiver and it is probably true that if he is not willing to

do this, that the bondholders or trustee cannot do it, and it

is well known, that neither the bondholders nor the trustee will
risk any money in such a proceeding. Whether or not there
shall be litigation, depends wholly upon the receiver. Whe¬
ther or not, if he has the stock that he will take any given

price for it under order of the court, if he makes the appli¬

cation, is Wholly wi th the receiver. The bondholders can do
nothing without him.

The condition of the Edison Phonograph Works is
this: It is a manufacturing corporation controlled by Mr.
Edison, who owns all outstanding stock except these 144(0
shares, Tie has from five to eight subsidiary corporations,
which are the selling agents for the various devices manufact¬
ured by the Works company. He controls the board of directors
and all the stock of each of. these companies. It is claimed
that one of these companies has loaned the Works company
$900,000. with vihich to erect new buildings and instal special
machinery. It is claimed that the manufacturing is done utider'
specific contracts wi th each corporation allowing the Works
company a 20 per cent, profit on the cost and administration of
manufacturing and that the selling profit gained by the subsid¬
iary corporations is 20 percent. In other words, by control¬
ling all the corporations Edison deprives the Works company-’

-5-

it 'being the only corporation in which he does not own all the
stock of the right to vend its products or make any profit
thereby.

Edison has offered $144,000 for the stock just late¬
ly. Mr. Dyer, his counsel, states that the business has much
depreciated in two years and that this price is fair. He says
it is not worth as much as it was when he offered $180,000.

A meeting was held lately at which representatives of the vari¬
ous interests conferred with Mr. Dyer and it was there suggested
that Mr. Edison desired to acquire this stock in order that he
might save administration and bookkeeping- expenses amounting
to more than $50,000 a year by consolidating all the corpora¬
tions into one, which he could not do if he did not own this
capital stock. It wa s further questioned that Mr. Edison would
be willing to give a larger purchase price if he could pay it
partially in cash and partially in mortgage bonds of a new cor¬
poration. The representative of the trustee seemed to think
that the wealthy bondholders might be willing to do this. It
would seem legally impossible to carry this through unless all
the bondholders were willing to accept new bonds in lieu of
cash, leaving nothing but the receiver and the creditors to
receive cash.

Again, the r eceiver ' s compensation is based upon
the value of the property which passes through his hands.

The idea is not practicable, although doubtless Mr.
Edison would be very glad to bring it about and would pay the
larger apparent value for the stock in bonds in lieu of cash.

If the bondholders find that they cannot compel Mr.
Edison to pay more than $144,000. except by littigation which
may be expensive and interminable - litigation which must be
brought in the name of the receiver - litigation, which they
can neither institute nor conduct nor compel its institution,

-6-

rror control its conduct, they will have to take their pro¬
portionate part of the §144,000. if thereceiver refuses to
take §144,000. he can. prevent the sale. If both parties con¬
sent to take §144,000. the trust company can turn the stock
over to the receiver and contemporaneously therewith an offer,
in writing, can he made therefor- thereceiver can present
are application: for an order allowing this' sale for that price
and in the same order apply for its distribution and an appro¬
val of his account. The offer raadehy Mr. Edison provides that,
the legal title which he shall acquire shall he approved hy
Mr. Robert McCarter.

HARRY F. MILLER FILE

1910

Country Club desires to advise you that the terms of your
subscription to the new issue of bonds of the Club have
been fulfilled; that your subscription will be due and
payable on or before January Fifteenth, Nineteen hundred

Kindly send a check for -

_ One Thousand _ Dollars,

the amount of your subscription, to Charles Hathaway,
Chairman of the Finance Committee, addressed to the
Essex County Country Club, West Orange, New Jersey.
A receipVwill be given, and the corresponding bond or
bonds will be delivered on or after February First,
Nineteen hundred and ten, as soon as they have been
executed and are ready for delivery.

Kindly indicate whether you wish your bonds to be
registered, and in whose name, giving the address to
which notice is to be mailed in case the bonds shall be
redeemed at any time in accordance with their terms.

Yours truly,

: " " The Finance Committee.

CHARLES HATHAWAY, Chairman,
THOMAS A. GILLESPIE,

ALFRED B. JENKINS,

ADRIAN RIKER.

Ilorhort Barry, Kan. ,

54 ITassau St . ,

How York City.

My dour Captain Barry:

I huvo discussed with Ilr. MoCartor tho adr
visahility of submitting to you a atatomont showing tho finonolal
condition of tlio Edition Phonograph Works for tho paot tliroo yours,
and ho is of tho opinion that in viow of tho prooont unoortainty
it would not ho wiso for uo to submit ouoh a atatomont. Ilia
opinion is that tho various pnrtioc intorostocL in tho aalo of tho
atoolc Bhould first mnko a dofinito aocoptanoo of our final of for
hasod upon tho financial condition of tho company at tho ond of tho
last fiscal yoar, v/hioh, as you will ronorabor, showed a hook valuo
of about $170 for tho stock. If after giving ouoh an acceptance,
you wantod to havo. a confirmation of tho hooks it would, ho with tho
understanding that tho prioo offorod hy us would ho proportionate¬
ly inoroasod or dooroasod as night ho shown hy an appraisal of tho
ontiro property.

For your, information I will otuto that on February 2Q, 1909,
thoro was an upfront hook surplus of $414,246.39, hut tho assots
inoludod upwards of $1,400,000 in Invontory and Machinory and fools
v/hioh itoms wo holiovo would ho considorahly roducod if thoy woro
ro-aprraiaod.

now

Horbort Barry.

(S)

PHONOGRAPH WORK8.

1/3/10.

' Without giving figuros as to tho total amount of sales of
tho Edison Phonograph Works for tho past throo yoarB, I find that
tho salos for tho yoar ending Eohrunry 20, 1909, woro 77.36$ of tho
sales for tho yoar onding Eobruary 20, 1908, and that tho salos
for tho ton months of tho prosont yoar ending Docombor 51, 1909,
v/oro 07.16$ of tho salos for tho ton months onding Dooombor 31,
1907.

Bhis otatomont I think is a vory good oonfirmution of tho
point I havo mads all along as to tho spooulativo nntnro of tho
stock.

Yours Tory truly,

ekd/iww

Gonoral lianagor.

DAVIES, STONE & AUERBACH,

MUTUAL LIFE BUILDING. 34 NASSAU STREET.

NEW YORK, January 4, 1910,

My dear Mr. Dyer:-

I have your favor of the 3rd instant, and am sending
copies to Mr. Bayne and Mr. Fitch. X will communicate with you fur¬
ther after I hoar from them.

I regret very much that Mr. McCarter should5 take such
a view, and can scarcely resist the inference that he is rather in¬
different to the outcome of the negotiations. I am also quite at a
loss to see any Justification for Mr. McCarter’s position in refusing
to give us the information requested; for it is a novel theory • that
the owners of approximately one-third of the stock of a corporation
must first contract to sell their stock before they will be allowed
information as to the condition of the Company.

I remain.

Very truly yours.

OHF/feP

FITCH, SLATER & RANDALL
ATTORNEYS «. COUNSELORS AT LAW

January 17th, 1910.

Hr . Frank Dyer,

Counsel for Edison Phonograph Works,

Dear Slrs-

On behalf of the receiver of the International Graphaphone
Company, we ratify and confirm the statements made in the letter
attached hereto, written by Herbert Barry on behalf of the Guaranty
Trust Company, Trustee. The receiver v/ill forthwith apply to the
Supreme Court for a statutory order for receiver to sell at private
sale to !.!r. Edison for $155,000. tho 1440 shares of stock. If the
Attorney-General waives the eight days notice, the receiver will be
able to deliver the stock probably before the 22nd inst. We suggest
that you address your letter of offer to purchase, suggested by Ur.
Barry's letter, to the trust company and the receiver.

Very truly ^jnours, .

P/1'7

Attorneys for Receiver.

[ENCLOSURE]

DAVIES. STONE & AUERBACH,

MUTUAL LIFE BUILDING. 34 NASSAU STREET.

new YORK, January 17,1910.

Dear Mr. Dyer:-

Confirming our conversation by telephone this
morning and referring to our recent correspondence 1 heg to
say that the Guaranty Trust Company of New York as Trustee of the
Edison Phonograph Company is willing and offers to apply to the
Court for an order sanctioning the sale and delivery to Mr.

Thomas A. Edison of 41 certificate* for 1440 shares of stock of the
Edison Phonograph Works-./ now in its custody for the sum of
$155,000. j that counsel for the Committee of Bondholders has
stated to me that the holders of a majority of the Bonds will
assent to such application and that counsel to the Receiver of the
International Graphaphone Company is willing to make a like appli¬
cation in the Receivership proceeding.

I understand from you that Mr. Edison is willing and
offers to pay $155,000. for this stock upon delivery thereof
within the period of two weeks from date under circumstances that •
will confer a good title in the opinion of his attorney.

S’ or the purpose of making such applications to the Court
it is important that this should he expressed in writing by him or
by his representative. I understand that upon delivery of this

[ENCLOSURE]

-2

letter you will let mehave such, a paper. Will you kindly confirm
this and if possible send hack such paper by the bearer.

I remain,

Edison Phonograph Works,
Frank L. Dyer, Esq,. ,

Very truly yours,

Pranoio Pitch, Kao. ,

SO Broacl St.”,

How York City.

Hy dour Sir:

In aooordanoo with your roquoot, I hoc to onolooo
a oopy of u lottor addroacod to Captain Barry and yourqolf and
signod by Hr. Edioon, tho oricinal of which I an aondinc this
aftomoon to Captain Barry by moasqn{jor.

Your a vary truly,

ELD/lY/W

Gonoral Monaco r.

Eno-

[ATTACHMENT]

• Jon. 17, 1010.

Herbert Dairy, Hog.,

34 Hacdou Gt., Dow York.

. ■ ,

Frenclo Pitch, Deg. ,

30 Broad Ot., Dow York.

OoatloDon: •.

Roforrinc' to tho nocotiationo. for tho purohaoo hy no
of tho fourtoon hundred .end forty (1440) obnroo of otoolr of :
tho Edioon Phonocraph Worko now in tho ouotody of tho Guaranty
Croat Conpany ac Cruatoo of tho Edioon Unitod 1-honoGraph Oon-
pany, I horohy of for to purohaoo tho onno for tho oun of ono
himdrod and fifty-five thouoond dollaro ($100,000) If dolivory
thereof io nado within two wooko froh thio dato under ciroun-
otanooo 'that will oonfor a Good titlo in tho opinion of ny
ooimool, Ur. Sobort II. HoCartor of Howark, D. J. -

I nndorotond that tho Cmrontoo fruot conpeny, oounool
for tho bondholdora oomittoo end ooimool to tho Roooivor of tho
International Graphophono Oonpony oro willing to apply to tho
O Court in tho Roooivorohip. proooodinco for on order oonotionlag
tho oalo and dolivory to no of tM’o otook for tho. ahovo otra.
Youro vary truly.

. QRAirCXJ CLVB
Prospect Street

East Orange, N. J. ,

Ji&iiary 27, 1910.

- 4 ®/0*

FEB 1910

Dear Sir (or Madam):

Funds to a limited amount are available for the
purchase of the seoond mortgage bonds of the Orange Club.

We are asking all holders of these bonds to offer them for
sale; those offered at the lowest price will be purchased un¬
til the fund is exhausted. We understand that you have some
of these bonds. Kindly let us know how many bonds you hold
and what you will sell them for.

Yours very truly,

KITOV/ ALL J.iEH BY THESIS PRESEHTS, that,

Y/KEREAS , the International Oraphophone Company,
a corporation organized under the laws of Hew York, has
Been heretofore duly dissolved pursuant to a judgment duly
entered in an action duly Brought By the Attorney General
of the State of Hew York, and

WHEREAS, the undersigned, James P. Lynch, has
under and pursuant to said judgment Been duly appointed
Receiver of the property of said corporation for the
Benefit of its creditors and stockholders, and

WHEREAS, said corporation was prior to and at
the time of such dissolution, the owner of 1440 shares
of Edison Phonograph V/orks, free and clear of all adverse
claims and liens thereon, excepting only the claim of the
Guaranty Trust Company of Hew York, acting as trustee
under a certain Collateral Trust liortgage of the Edison
United Phonograph Company, dated January 1st, 1903, sec¬
uring ^3(50,000. Bonds of said Company, and claiming that
saiustock had Been deposited with it as such trustee
pursuant to a resolution of the Executive Committee of
said International Graphophone Company, under which reso¬
lution said stock could Be withdrawn from the custody of
said trustee with the assent of a majority of tge Bond¬
holders, se-cured By such Collateral Trust Iiortgage, as
aforesaid, and

WHEREAS a majority of said bondholders, to wit ,

the holders of at least a .2 OOP- o o _

thereof, have assented to the withdrawal of said stock
as aforesaid, and to its delivery to said Receiver for
sale hereunder, and as evidence of such assent and of

ownership the holders of 8 ^ ® ^ & _ of said

bonds have deposited with the said Trustee their said
bonds, and

WHEREAS the said James P. Lynch, Receiver, has
heretofore in accordance with law, upon notice to
the Attorney General of the State of Hew Yorjj, and to
all other parties entitled to notice of such applica¬
tion, and with the consent of all the creditors of
the said International Grapho phone Company, and of
said Guaranty Trust Company of lev/ York, holding also
as trustee under said Collateral Trust Mortgage, 45,000
shares out; of the total 50,000 shares of stock of the
said International Graphophone Company, and upon notice
by mail to all the other stockholders of said Company,
has applied to the Supreme Court of the State of Hew
York, for authority to sell said 1440 shares .of Edison
Phonograph Y/prks to Thomas A. Edison, and

WHEREAS, pursuant to said application, an order
of said Court was duly made at Special Term, Part I,
thereof, in the County of Hew York, on the 27th day of
January, 1910, authorising and directing the said Receiver
to receive said 1440 shares of stock of the Edison Phono¬
graph Y/orks from said Guaranty Trust Company, as trustee.

and to oell, assign and set overv the same to said Thomas
A. Edison, for the sum of $155,000., and providing that
the said purchaser should not he required to follow the
proceeds of said stock, nor he chargeable with any other
provisions of said order,

HOW, THEREFORE, the said James F. Lynch, Re¬
ceiver of the International Graphophone Company, and of '
its property, party of the first part, for and in con¬
sideration of the sum of One hundred and fifty-five
thousand dollars ($155,000.) lawful money of the United
States, to him paid at or before the ensealing and de¬
livery of these presents, by Thomas A. Edison, of Orange,

Hew Jersey, party of the seoond part, the receipt of
which is hereby acknowledged, have sold, assigned and set
over and by these presents does sell, assign, set over
and confirm unto said Thomas A. Edison, his executors,
administrators and assigns, the 1440 shares of stock of
Edison Phonograph V/orks, a corporation organized under
the Laws of Hew Jersey, which shares are evidenced by
certificates of stock transferred in blank and delivered

herewith, together with all the rights and equities growing
out of or attaching to the ownership of said stock belonging
to the International oraphophone Company or said receiver.

TO HAVE A HD TO HOLD the same unto the said

party of the second part, his executors, administrators
and assigns forever. And the said party of the first
part, does for himself and his successors, and for the
creditors and stockholders of said International Grapho¬
phone Company, warrant and defend the sale and title of
said stock against him and them and againBt any act or
thing done or suffered hy him as such Receiver.

IB WITNESS WHEREOF, the said James F. Lynch,
Receiver of the International Graphophone Company and
of its property, has hereunto sot his hand and seal,
the day of ^

STATE OF NEW YORK )

: SS .

COUNTY OF NEW YORK )

On this day

1910, before me the undersigned personally came and ap¬
peared James F. Lynch, to me known and known to me to
be the individual described in and who executed the
within instrument, and he ac!<nowledged to me that he
executed the same as the Receiver of the International
Graphophone Company and of its properties pursuant to
the order of court referred to therein.

CITY AND COUNTY 0? NEW YORK: SS.

FRANCIS FITCH, being duly sworn, says, that
ho is attorney for James F. Lynch the Receiver duly
appointed in the action of The People of the State of New
York against International C-raphophone Company, a cor¬
poration created and organized under the Laws of the
State of New York; that he was in the commencement of
this action duly designated by the. Attorney General, as
counsel for the plaintiff herein, and has been and is
familiar with all the proceedings that have been taken
herein; that said action was an action for the dissolu¬
tion of the defendant corporation, and was duly commenced
by the Attorney General upon the petition of one A. E.
Adams, a bona fide stockholder and creditor of said cor¬
poration, by service of the summons and complaint herein
upon the defendant, to wit: upon one James A. Whitman, a
director of defendant, on October 16th, 1907, and that
pursuant to an order to show cause duly granted and served
in the like manner on the defendant on the same day, James
F. Lynch was by order duly entered October 22nd, 1907,
duly appointed temporary receiver herein of the defendant;
that thereafter, the defendant having failed to appear,
answer or demur herein, a judgment was duly rendered on
November 8th, 1907, dissolving the defendant, and appoint¬
ing said James F. Lynch receiver of all the stock, prop-
erty , things in action and effects of such defendant, upon
his executing and filing a bond in the penal sum of §5,000.
which judgment has been duly entered and said bond was on
November /j2r 1907, duly given, approved and filed, and

that since said date said James F. Lynch has been and
still is Receiver as aforesaid, and deponent has been
and is the attorney for said Receiver; that prior to
said judgment of dissolution or since no party has ap¬
peared herein and no other or further order herein in
any respect altering or limiting the powers or duties
of such Receiver has been entered; that as deponent be¬
lieves, the proceedings taken as aforesaid have in all
respects been bona fide and regular, upon duo notice
duly served as required by lav/, that none of the stock¬
holders or creditors of defendant have in this proceed¬
ing or otherwise at any time questioned or objected to
the proceedings herein taken or any of them, and in
particular no question has at any time been raised as
to the fact that James A. V, 'hitman was on °ctober 16th,
1907, a director of defendant company, or as to the fact
or sufficiency of the service of the summons and complaint
herein upon the defendant, or as to the fact of the de¬
fault of the defendant as above recited, and no motion has
at any time been made to open said default or to open or
set aside the judgment of dissolution herein or the ap¬
pointment of said Receiver, or to remove said Receiver.

That no claim has at any time been made adverse
to the title of said International Graphophone Company or
of such Receiver, inaand to 1440 shares of stock of Edison
Phonograph Works , free and clear, except the claim made by
the Guaranty Trust Company of New York, as Trustee under
Collateral Trust Mortgage of Edison United Phonograph
Company, dated January 15th, 1903.

Sworn to. before me this

day of January, 1910.

AGREEMENT , made this - day of January.,,

in the year nineteen Hundred and Ten,, hy and between
SAMUEL 3?. HYMAN, a resident of the City and State of
New York, party of the first part, and THOMAS A. EDISON,
NATIONAL PHONOGRAPH COMPANY, EDISON PHONOGRAPH COMPANY,
EDISON PHONOGRAPH WORKS, and FRANK L. DYER, representing
all the jobbers and dealers in Edison phonographs and
supplies in the State of New York, parties of the second
part, WITNESSETH::

WHEREAS the New York Phonograph Company, a cor¬
poration organized and existing under the laws of the
State of Nev; York, and James L. Andem, acting for and in
behalf of said Company and divers other local phonograph
companies in the United States, did heretofore bring
various litigations in divers jurisdictions against the
parties of the second part, or some of them, or against
interests or persons allied with them; and

WHEREAS all said litigations were heretofore
settled by the parties of the second part with said Nev/
York Phonograph Company and James L. Andem, acting individu¬
ally and in the capacity aforesaid, by the payment of the
sum of Four hundred and twenty-five thousand dollars
($425,000) and other' considerations to said New York
Phonograph Company and James L. Andem and the further sum
of Thirty thousand dollars ($30,000) to Louis Hic3p3, who
had formerly acted as counsel for said New York Phonograph!
Company and said Andem; and

WHEREAS the rights of the above-named Samuel E.
Hyman were not embraced within the settlement as made;
and

WHEREAS on said settlement, in addition to the
moneys aforesaid, the National Phonograph Company delivered
to the New York Phonograph Company, as a further consider¬
ation for said settlement, an indemnity agreement wherein
and whereby it agreed, upon a certain condition, to indem¬
nify and hold harmless the said New York Phonograph Com¬
pany, its successors and assigns, from any sum it, the
said New York Phonograph Company, its successors or as¬
signs, might have to pay to the above-named Samuel P.

Hyman by reason of services rendered by him to the said
NSw York Phonograph Company; and

WHEREAS the said indemnity agreeme t was made and
delivered upon the representation and warranty made by the
said New York Phonograph Company for itself, its legal
representatives, successors and assigns, to the National
Phonograph Company, and the other parties of the second
part herein, their and each of their respective heirs„exe--
cut'ors, administrators, legal representatives, successors
and assigns, among other things, that the said Samuel E.
Hyman had commenced all the suits then pending in the Su¬
preme Court, for Westchester County and in the Court of Ap¬
peals in the State of New York brought by him as attorney
for the said New York Phonograph Company against the va¬
rious jobbers and dealers in Edison phonographs and sup¬
plies in the State of New York under a contract made by saic

Hew York Phonograph Company with, the said Samuel I'. Hyman,
which is contained in a letter of which the following is a
trt.ie copy!

"Hew York Phonograph Company.

April 19, 190.6,

"Samuel P. Hyman, Esq. ,

302 Broadway,,

Hew York City.

"Dear Sir:

"You are hereby retained as counsel for this
Company to bring and prosecute actions or proceedings
against such parties as we may indicate to you, to
reoover from them damages for violation of our ex¬
clusive phonograph contracts for the State of Hbw York,
such suits to be brought in the name of this Company
at White Plains or elsewhere. As a compensation for
your services as attorney, you will receive fifty per
cent, of the total amount of money collected as the
result of such suits ofc otherwise-, together with the
costs recovered. All the expenses for such prosecu¬
tions, however, are to be paid by you.

"James L Andem,

General Manager.

(Seal of Hew York

Phonograph Company).

"Attest:

H. M. Puns ton,,

Vice-President. "

and that the said letter was the only authority or agree¬
ment under which the said Samuel P. Hyman had commenced and
prosecuted said suits and was the only authority or agree¬
ment which the said Samuel P. Hyman had ever had to bring
or prosecute said suits and was the only contract or oblig¬
ation which the said Hew York Phonograph Company had ever
entered into with the said Samuel P. Hyman or with anyone
in his behalf for the institution or prosecution of, or ini
anyway concerning said suits; that the said Samuel P. Hyman
had always acted, and was at the time of said settlement act¬
ing pursuant to said letter; that the said Samuel P. Hyman hai

paid or caused to Toe paid all expenses of said suits and
that the said Hew York Phonograph Company had paid no
material part, if any',, of said expenses, nor had the said
Samuel P. Hyman at any time since the date of said letter,
to wit, April 19, 1906; rendered any hill to said Hew York
Phonograph Company or to any of its officers, directors or
agents on account of any professional services or any
expenses whatsoever arising from or in connection with the
institution, existence or prosecution of said suits; and

WHEREAS it was the intention of said Hew York
Phonograph Company and James L. Andem and the parties: of '..the;
second part., at the time of making and delivering said
indemnity agreement, that the liability of the said
national Phonograph Company thereon should in no event
whatsoever exceed one-half of Twenty thousand dollars
(§20,000); and

WHEREAS the above-named Samuel E. Hyman, shortly
after the consummation of said settlement as aforesaid,
brought a proceeding in the Supreme Oburt for Westchester
County to have his lien adjudgedl on such portion of the
proceeds of said settlement as was received by said Hew York
Phonograph Company, including among said proceeds the said
indemnity agreement, and in that proceeding has obtained a
decision that he is entitled to a lien on the said proceeds
of said settlement in the sum of One hundred and thirty-
one thousand, six hundred and twenty-five dollars
($131,625); and it was further adjudicated therein that the

liability of the National Phonograph Company on the indem¬
nity agreement aforesaid v'as, as contemplated toy the par¬
ties to the above-mentioned settlement, limited to the
stun of Ten thousand dollars ($10,000), toeing one-half
of Twenty thousand dollars ($20,000); and

WHEREAS the National Phonograph Company is now
willing to pay said sum of Ten thousand dollars ($10,000)
and the further sum of Two thousand dollars ($2,000) in
full and final discharge of all its liability to the said
Samuel E. Hyman arising from any cause whatsoever (except
as to the reservations, conditions and stipulations here¬
inafter mentioned) ; and

WHEREAS the above-named Samuel E. Hyman is willing;
to aocept said sum of Twelve thousand dollars ($12,000) in
full and final discharge of all his rights as aforesaid
against the parties of the second part and each and all of
them without recourse to proceed further against them or
any of them for any sum whatever on account of any of the
matters arising out of said settlement and adjudication,,
and to that end and purpose is also willing to indemnify
and hold harmless the said National Phonograph Company
against any and all claims and demands what soever which may
arise against it on account of the said indemnity agreement
because of the collection, made or to toe made, of any.
moneys toy the said Samuel E. Hyman: toy virtue of his claim
for services rendered as aforesaid; it toeing the intention;
of the said Samuel E. Hyman; to proceed no further against;,
the parties of the second part hereto; tout tto collect
ffor his services from the various person® in whose hands
the proceeds of the said settlement may have come; and

it also being the intention of the parties hereto that the
execution 'of this instrument shall not affect any cause of
action, right, claim or demand whatsoever which the said
Samuel S’. Hyman, hi3 heirs, executors or administrators
may have against any person or corporation whomsoever,
other than the parties of the second part hereto, or any
of them;

HOW, THEREFORE, for and in consideration of the
mutual covenants and agreements herein contained and of
the sum of Twelve thousand dollars ($12,000) and other
considerations to the party of the first part by the
parties of the second part in hand paid, the receipt of
which is hereby acknowledged, the parties hereto hereby/
agree- as follows:

FIRST: The parties of the second part have paid,
at the time of the signing of this agreement, the sum of
Twelve thousand dollars ($12,000) to the party of the
first part, receipt of -which is hereby acknowledged- by
said party of the first part.

SECOHD: The party of the first part agrees that
he will not sue, directly or indirectly, any of the par¬
ties of the second part hereto to enforce any claim aris¬
ing out of or relating to the New York Phonograph Company
by reason of any of the matters embraced in the fore¬
going settlement or adjudication, or by reason of any
covenant contained in the said indemnity agreement, or by

-7-

S4U.

reason of any other agreement entered into at the time
of such settlement by the National Phonograph1 Company in
its own behalf or in behalf of others, or by the said Prank
X* ■Dyer in behalf of the said National Phonograph Company
or any of the parties represented by him therein.

THIRD : The party of the first part agrees that
he will deposit any and all moneys which he may collect
by virtue of his claim for services rendered as aforesaid
from any of the persons or corpprations in whose hands
the proceeds of the said settlement may be or come in the
Nineteenth Ward Sank in the Borough of Manhattan, City of

New York, up to the sum of - - - - - -

thousand dollars 7^ - .) f to be held by said

Bank pursuant to this agreement, wherein it is provided
that the said moneys so deposited shall be held for the
following intents and purposes: To indemnify and hold
harmless the parties of the second part;, and each of them,,
as indemnitors, from any and all liability arising from
the execution of said indemnity agreement by said National
Phonograph Company and from any and all claims and demands
whatsoever which may be made on it or them, directly or
indirectly, by any of the persons from whom:, the said
Hymam or his heirs, executors or administrators, may
collect all or any part; of the said proceeds of the set¬
tlement above-mentioned! by reason of his lien or cause of
action’ for services as aforesaid.

FOURTH: The said Hyman agrees that he will execute

and deliver to the party of the second part, on the sign¬
ing of this agreement, a general release releasing each,
and every jobber and dealer above referred, to, and also a
general release releasing all the parties of the second
part hereto as hereinbefore provided for.

S’IS’TH: It is further agreed that if the Bald
Hyman shall procure releases in the form hereto annexed'1
and markedExhibit A, in favor of the National Phonograph
Company, from any persons or corporations fr™ v'hom he
shall collect all or any part of his claim °n account of
his professional services rendered as af°resnid, and shall
forthwith deliver such releases to the said National Pho¬
nograph. Company, its successors or assigns, then and in
such event the said Hyman need not deposit the moneys
so collected from the persons giving said releases.

SIXTH: The parties hereto hereby agree that
it is their intention to have retained on deposit only
such sum as shall be sufficient in amount to indemnify and
hold harmless the said National Phonograph Company against
any claim arising out of the collection of the said sum
on deposit and for which no release has been procured and
delivered.

SEVENTH: (a) The party of the first part;> f°r

himself, his personal representatives and assigns, , hereby
agrees that he will not, at any time, in the future, sue
to enforce:-, against any of the parties of the second part

hereto, the rights, if any, which he obtained by virtue
of the following letter::

"New York, March 26, 1906.

"Samuel F. Hyman , Esq. ,
302 Broadway,

New Yerlc.

"Dear Sir:

"In consideration of the payment to this Company
of the sum of Five thousand dollars ($5,000) per year,
for the term of two years, payable in equal monthly
instalments in advance, on the 26th day of each month,
we hereby grant to you and your assigns, the exclusive
right to use Edison phonographs and supplies in the
State of New York for the automatic slot machines
for public amusement purposes, under the terms and
conditions provided for in our exclusive contract
with the North American Phonograph Company and its
successors and assigns.

"Yours truly,,

"James I>. Andem,

General Manager.

"Approved

H. 15. Funston,

Vice President. "

(b) The party of the first part further agrees
that he will deliver to the parties of the second part
on the signing of this agreement an assignment of any and
all rights whatsoever obtained by the party of the first
part thereby, which assignment, ho'.v.ever, shall take
effect only when the party of the first part shall have
settled, compromised, adjusted or otherwise satisfied),
his claim against said New York Phonograph Company or its
officers, directors, agents, servants or attorneys by rea¬
son of any services rendered by said party of the first
part to the said New York Phonograph Company.

(c) The party of the first part agrees that,
if any action shall be brought by the party of the first
part against the New Yorlc Phonograph Company or its offi¬
cers, directors, agents, servants or attorneys, individual¬
ly or as such, by reason of any rights whatsoever arising
out of said letter of March 26, 1906, he will not enforce
the same against any property of said New York Phonograph
Company, except such as said NSv; York Phonograph Company
shall be entitled to by reason of the aforesaid settlement,
or by reason of the wrongful distribution of the proceeds
thereof by its then officers, directors, agents, servants
or attorneys, or any of them.

EIGHTH: The National Phonograph Company, for itself
and on behalf of the stockholders whose stock of the Now.
York Phonograph Company it owns, agrees to execute and
deliver a general release of any and all of the matters
arising out of the settlement aforesaid, if and when the
said Hyman shall request the same, to the New York Phono¬
graph Company, or fto its officers and directors as such or
as individuals, or to its stockholders , or to any other
persons or corporations from whom the said Hyman may col¬
lect any of the proceeds of the settlement aforesaid on
account of his claim for professional services rendered to
said New York Phonograph Company.

NINTH: It is further agreed that the National
Phonograph Company, immediately upon claim or demand being
made upon it by reason of the terms of said indemnity
agreement, t'o pay or discharge any claim: arising therefrom,
will promptly notify the said Hyman of such claim and

permit him to conduct, at his own expense, the defense of
any- ac tion or proceeding or appeal so 'Drought on account
of auiu indemnity agreement; PROVIDED, however, that the
National Phonograph Company shall have the right to retain
counsel, at its own expense, to act, for it and participate
imany such action, proceeding or appeal; and it is
agreed that the said. National Phonograph Company will not
pay any sum of money under said indemnity agreement with¬
out the consent of the said Hyman until after the final
determination of such action; and in the event that the
said Hyman and the counsel of the said National Phono¬
graph Company cannot agree a3 to whether any such. claim
or demand based on said indemnity agreement shall be con¬
tested, then the said Hyman shall have the right to deter¬
mine -whether or not such contest-, shall be made by said
National Phonograph Company, provided the said Hyman
deposit with the Bunk above-named the further sum of One
thousand dollars ($1,000) as indemnity to the said Na¬
tional Phonograph Company against any damages and costs
arising on such action; proceeding or appeal; it being
the intention of the parties hereto that the said Hyman
shall personally bear the costs and expense of any 3uch
action, proceeding or appeal, including the cost, if any,
of procuring a bond on appeal to stay any execution that
may be issued against said National Phonograph Company
on account of any- judgment so appealed from. If at any¬
time an appeal be taken as above provided! from any judg¬
ment entered against the National Phonograph Company on*
account of any liability arising out of said indemnity

agreement, then and in such event the said National
Phonograph Company may use such portion of the deposits
then in the hank above-named, as may be necessary (not
exceeding, however, the amount of the judgment so appealed:
from)) as collateral security to secure a bond staying said
injunction on appeal.

TENTH: If at any time the said Hyman shall de¬
liver to the National Phonograph Company general releases
from all those persons from whom he shall have collected
any money by reason of. ‘which any liability on account
of said indemnity agreement may exist, then and in such
case the said National Phonograph Company agrees that it
will forthwith consent to the return; and delivery to the
said Hyman of all the moneys so deposited as aforesaid,
and on the presentation and offer to deposit uncondition¬
ally/ such release or releases to the National Phonograph
Company with it or with; the depositary, the said moneys
shall be paid over to the said Hyman (and upon such de¬
posit the same shall constitute sufficient warrant to the
said depositary to pay over the moneys then on deposit to
the said Hyman),' and upon paying over the said moneys as
aforesaid, the said depositary shall be released from
any liability whatsoever to the parties hereto, their
personal representatives, successors or assigns.

ELEVENTH:: The parties hereto hereby agree; that the
execution of this instrument or of any instrument executed
in connection herewith) by the above-named Samuel E. Hymam

OUmj

On this ' — ; - 9-*^ - day of January, in the

year NirteEeeriaTIjandred and Ten, before me personally came
j/fimiR I. F. iHYtvTA^^tome^lmoYm. and known to. me to be tmnzbaro
of the individuals described in and who executed the fore¬
going' instrument ,. and "^a^ouly-. acknowledged to me that he
. executed -the same.,; ' > , ' . _ ' >

STATE OF w

COUNTY OF rfXlss-f-

k — day of January, in the

and T^n, before me personally came
r known, who, being by me duly sworn,,

That he" reside^ in ,

J \^l>uudz^ Qui^ctaxj'i/ . ; 1

that heA-w»s the^Bftoi-o^nry of the National -Phonograph "
Company the corporation described, ini and which , executed *
the foregoing' instrument.; that he knew trie, seal of" said
' 'corporation ;■ that the seal affixed to said/ instrument
V was-such,. corporate-, seal; that it was so affixed by
order of the ‘Board of Directors of said' corporation, -and ' •
that he signed his name*? thereto' by like 'order.-1

• ip.,7ryi^U^y

And the sa id^Alpho^c-e Yb-otoo. further said that
he was -acquainted with Frank- L., Dyer and knew, him to' .be
the President- of v the said National Phonograph Company;
that the signature of the said frank I. Dyer subscribed to
the within instrument is in the genuine handwriting of
the said Prank X. Dyen-and was subscribed thereto- toy.: like
order of said Board, of Directors, , anrL in presence of him,
v the said Alphonse Wes tcer~£^4e/t^ . •

...

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[ATTACHMENT!

EXHIBIT "B " .

THIS AGREEMENT, made this 8th day of April, 1909,
between the National Phonograph Company, a corporation
organized and existing under the laws of the State of New
Jersey, party of the first part, and the New York Phonograph
Company, a corporation organized and existing under the
laws of the State of New York, party of the second part,

WITNESSETH:

WHEREAS, the party of the second part has agreed
to release all the causes of action which it has against
certain alleged jobbers and dealers of the National
Phonograph Company, for which suits are now pending,
brought by the said New York Phonograph Company in the
State Courts of the State of New York, through Samuel P.
Hyman, its attorney, for the sum of twenty thousand
($20,000) dollars , upon the express condition that the
said National Phonograph Company is to indemnify and hold
the said New York Phonograph Company, its successors and
assigns, harmless, from any and all claims which the said
Samuel P. Hyman may have against the said New York Phono¬
graph Company for services rendered in said suits.

NOW THEREPORE, in 'consideration of the sum of
One Dollar ($1) to the party of the first part in hand

I paid by the party of the second part, the receipt whereof
is hereby acknowledged, the party of the first part cove¬
nants and agrees with the party of the second part to hold
it and its successors and assigns harmless against any reco
ery which the said Samuel P. Hyman may obtain on acoount of

[ATTACHMENT]

-2-

pxofesaional services rendered by him to the said New York
Phonograph Company in the said suits brought by the said
Samuel P. Hyman as attorney for the New York Phonograph
Company in the State Courts of the State of New York, ■.
against the alleged jobbers and dealers of the National
Phonograph Company; and the said National Phonograph Company-
further covenants and agrees to, upon the request of the
party of the second part, pay the said Samuel P. Hyman the
amount of any recovery obtained by said Samuel P. Hyman an
account of such services.

This agreement is made by the party of the first
part upon the representations made by the party of the
second part as to the contract existing between it and the
said Samuel P. Hyman, providing for the prosecution of
said suits contained in the agreement made the 3rd day of
April, 1909, by and between the New York Phonograph Company
and Prank L. Dyer, acting on behalf of Thomas A. Edison, the
National Phonograph Company, the Edison Phonograph Com¬
pany and the Edison Phonograph Works.

IN WITNESS WHEREOP, the parties hereto have
caused this instrument to be signed by its respective Presi¬
dents and their corporate seals affixed by their respect¬
ive Secretaries the day and year first above written.

NATIONAL PHONOGRAPH CO. ,

By PRANK L. DYER,

President .

Attest:

A. WESIIB,

Secretary.

(Seal) NEW YORK PHONOGRAPH CO.

By JNO. P. HAINES,
President.

TO ALL TO WHOM THESE PRESENTS SHALL COME OB HAY CONCERN,

G R E E T I IT G :

KNOW YE that I, SAMUEL P. HYMAN, of the Borough
of Manhattan, City and State of Nfew York, for and in
consideration of the sum of One hundred dollars ($100)
and other valuable consideration to me in hand paid by
THOMAS A. EDISON, EDISON PHONOGRAPH COMPANY, EDISON
PHONOGRAPH WORKS, NATIONAL PHONOGRAPH COMPANY and PRANK L.
DYER, acting for and in behalf of jobbers and dealers ihi
Edison: phonographs and supplies in the State of New York
against whom I have heretofore brought suit in the name
of the New York Phonograph Company as plaintiff in the
Supreme Court for Westchester County, the receipt of
which is hereby acknowledged, have remised, released,
quit-claimed and forever dischargedi, and by these presents
do, for myself, my and each of my heirs, executors, ad¬
ministrators and assigns, remise, release, quit-claim and
forever discharge said Thomas A. Edison, Edison Phonograph.
Company, Edison Phonograph Works, National phonograph
Company and Prank L. Dyer- and the jobbers and dealers
above referred to, and each and all of them-, and their,
and each of their respective heirs, executors, adminis¬
trators, successors and assigns, of and from any and all
manner of action or actions, cause or causes of actions,
suits, debts, dues, sums of money, accounts, reckonings,
bonds, bills, specialties, covenants, contracts, contr.o--
versies, agreements, promises, variances , trespasses^

judgments, extents, executions, licenses, 'Claims and dar
mands what soever, in law or in equity,, which against the
said Thomas A. Edison, Edison Phonograph Company, Edison
■phonograph Works, National Phonograph Company, Prank I»

Dyer and the jobbers and dealers above referred to, or
any of.' all of them, I ever had, now have, or which X" or
any of my heirs, executors, administrators or assigns
hereafter can, shall or may have for, upon or by reason
of any matter, cause or thing whatsoever, from the beginni ig
of the world to the day of the date of these presents.

The foregoing release is made by me and accepted
by the National Phonograph Company upon the condition
that the execution thereof by me shall not affect in any
way whatsoever anjr cause: of action, right, claim or de¬
mand whatsoever which X or my heirs, executors or adminis¬
trators may have against any person or corpora tiom whom¬
soever, other than the corporations and individuals men¬
tioned herein and the jobbers and dealers referred to
herein- or any of them; excepting, however, such dealers
or jobbers as may have received any part of the proceeds
of the Pour hundred and twenty-five thousand dollars
($425,000)) paid on the settlement between the New York
Phonograph Company and James L. Andenr. and the parties
whom they represented on the one part:, and ThomasrA.’ Edisoi

Edison Phonograph Company, Edisom Phonograph Works,

National Phonograph Company and Prank L. Dyer - on the other
l T%Lo SO

pant!, on April 8, 1909.

IN WITNESS WHEKEOE X have hereunto set my hand

KNOW ALL MEN BY THESE PRESENTS:

That'- WHEREAS X have heretofore entered, into the
following contract: with the New York Phonograph Company,
a corporation of the State of New York!:

"New York, March 26, 1906.

"Samuel F. Hyman, Esq. ,

302 Broadway,

New York.

"Dear Sir:

"In consideration of the payment to this Company
of the siim of Five thousand dollars ($5,000) per year,
for the term of two years, payable in equal monthly
instalments in advance, on the 26th day of each month,
we hereby grant to you and your assigns, the exclusive
right to use Edison phonographs and supplies in the
State of New York for the automatic slot machines
for public amusement purposes, under the terms and
conditions provided for in our exclusive contract
with the North American Phonograph Company and its
successors and assigns.

"Approved!

"Yours truly,,

"james L. Andem,

General Manager.

H. Vu Puns ton,

Vice-President. "

AND WHEREAS I now desire to assign to the National
Phonograph Company all the rights whatsoever obtained by
me, if any, in and by virtue of said foregoing contract
of March 26, 190.6.-;

NOW, THEREFORE, for and in consideration of the
sum of Five hundred dollars ($500) and other valuable
considerations to me in hand paid by said National
Phonograph Company, the receipt of which is. hereby acknow¬
ledged!, I do hereby, for myself and my and each of my'
heirs, executors and administrators, sell, assign), trans-

fer-and set over unto said National Phonograph Company,
its successors and assigns, the said contract and all
rights obtained by mether sunder.

I hereby covenant that I have never assigned the
foregoing oontraot nor any interest therein', to any persom
or corporation whomsoever.

This assignment is made' to talcs effeot pursuant
to the terms and conditions contained in a certain agree¬
ment entered into by me this date with Thomas A. Edison,,
National Phonograph Company, Edison Phonograph Company,
Edison Phonograph Works, and Prank I» Dyer, representing
all the jobbers and dealers in Edison phonographs and
supplies in the State of New York, which agreement was
executed in triplicate-original and one of said tripli¬
cates deposited with the Nineteenth Ward Bank in the

COUNTY 03? HEVJfQSi:, SS:

On this O-iy - - day of January, in the

year One Thousand Nine Hundred and Ten, before me person¬
ally came SAMUEL F. HYMAN, to me known and known to me to
be the individual described in and who executed the
foregoing instrument, and he duly, acknowledged to me that

iHsmoiiQHS sort k..kpiitg various eolusxoits uK®jfi ooirowL yon tie

PKODUOTIOII OS’ PICKET, IFLAKD.

ITLAKE

Uiokel fflootrolyt o.

Tho iliokol solution viiioh la host adopted fro tho fmoclos vSiioh you are
ualnG la a solution of niokal sulphate c ontalning some sodium culphato,
v/hloh sodium sulphnto may amount to iqtf of tho total solids in the solution
The moot dasirablo conditions Ore
Metallio ITioIcol 26 gross

“ Copper not above ,032 grtans
" Iron " " .104 «

Tlioao proportions are. for ono (l) Litre (1000 oc) of solution.

Do not allow tho Iron and ooppor in a corrootod hath to oxoead the
figures civon above. She ITioIcol oontont way vary slightly above or1
boiou the above figure (SB groms). it must on no uaoount bo allowed to.
drop below 20 gross per 1000 oo of solution. If this be allowed to happen
the deposited ma*cil will, ooeludo Hydrogen and become brittle.

Anodes

The Hicks 1 anodes which you tiro using havo a composition approximating
tho following figures. Analysis based on first lot of Anodos v/hioh were
oast by Goldsmith in Honoris.

ITioIcol 97.16
Copper As &Sb .23

Iron .76 '

Graphite &SI0

1.82

Those anodos when working g^vo off a sludno composed of Arsonio , Antimony,
Graphite, Silica, Baaio forrio sulphate end forric hydroxide. ShiB sludge
must Tje kept from oontaot v/itli tho cathode. By a ouitaBlo diaphragm suoh
as is now in use, or tho resulting mote-1 will Bo rough and full of holes.
Tooporaturo of ITiakol KLoctrolyfco must Bo kept at or aBovo 104 veil and
nuBt not cccoood 140 Bah. Solution should Bo stirred froquontly so that
tho touporaturo throughout noy Bo uniform and thus insure a uniform deposit
as records thickness.

Tho accumulation of onodo alimo Should not Bo allowed to extend Beyond one
wo ok, Tho Bottoms of tho crooks should then Bo cleaned very thoroughly
mod any sliao adhering to tho orocks must Bo washed off with a little
diluto sulphuric ooid, 1 part 66 Beg. acid to 10 ports water.

Copper on Anodes .

If ooppor should Bo carried oyor By Bad drum to suoli an vr-t ant that
tho solution is spoiled and copp-r roduood on the anodes, removes anodos
from tho Bath, mdh off all traces of niakel sulphate with water, and
immerse anodos in a 10 to 15J? solution of Cyanide of Potash to dissolve
tho copper. XS/licn anodos arc froo from ooppor, wash them free from
Cyanide of Potash with a jot of water, and replace thorn in tho crook. Bo
not put tho oloanod anodos into an impure solution of tho ITiokel Bulphato,
i.o. a solution containing ooppor, as tho oopper will again Bo reduced
By tho nickel. Do not use llitric Acid to oloor- ITickol Anodes on which there
ia roduood ooppor. Bo not under any conditions sorapo or Brush the anodes
or allow them to dry in the air, if tho r-nodas must for tiny reason stand
In tho air- keep than wot By pouring a little water oyer thorn at frequent
intervals.. j

Spaed of rotation of the drums. , }

Tho arms while Iliokol is Boinc depositod should rotate at a spood of

BO B.P.II. A liicJicr spend than this should bo avoided unless the metal
shows a tendency to "bum"- Shown by tho appearance of black r.tr enks. She

appearance of theoo Btrocko without nacsinr at the cathode, may bo
overcome by increasing tho speed of rotation. If the appoai'nnco of those
Btrsoks is accompanied by gassing, tho addition of 5 to 10 oo of Ha S04
C6 deg. to 20 gallons of oolution, with tho oaae addition on appear 07100 of
the sane streaks, will oorreot the trouble.

itSACglOIT OP UIQICCL LLBOghOLT.ro.

Should bo very slightly acid. She point is attained by adding
to tho oorreot od solution, that in after tho iron and ooppor havo b«on rv; tvr
removed and tho oontent of Uickol brought up to the point otated on pago 1
Of thooo inBtruotlons (SB grams par Liter) of 2(30 00 of Sulphuric acid,

53p. Or. 00;.9 9B fa ns 204. After tho addition of this acid, otir the
aolutlon thoroughly bo tho acidity of tho ool. Shall be uniform throughout.
Hie solution la now ready for uocu

if vhilo in uoo the roaotion of the .bath is ohannod and the fro acid
absorbed by an excess of natal pa seine into solution or by combination
with tho iron, tho fact is at onoo da own by tlio tendency of tho dopo cited
matal to burn, appearance of block ctroaks oto. men thia happens, add to
th,o solution ouocoBoivo portions of (3- 10 oc oaoh of 112 204 till tho
ot rooks do not appoar. Stir well after each addition of K2 204.

Specific Gravity of ’Tide ol ELootrolyto

Should be bat wo on 1050 and 1075. 3?or ordinary tootine a good
hydrometer is sufficient. Bauma’ n Hydrometer for heavy liquids- soiflo
1000 to 1200.

Differ onoe of speolfio gravity in anode and oathodo oompartmonts.

It my happen under oortedn conditions that tho oontont of Hiokol
in tlio oathodo compartment nay drop oonoidorahly bolow that required
for tho normal working of tho hath, vfiiioh is indioated hy gassing (without
streaks), thin deposit etc. To guard against this the solution in each
comportment Should ho compared hy moans of u hydrometer} if difference in
speoifio gravity la Shown tho' diaphragm should ha removed, freed from BlimP
and iron hy washing v/ith water and dilute H2 B04 (i part aoid 10 water)

Anodo Surface.

Jivo anodes of tho nine now in use present sufficient surface to hoop
tho hath in good working order. In o ana the tondonoy of tho deposited
nickel to burn. is persistent, and not oorrootod hy solution of acid (as
stated ahovo) remove one of tho srnodaa.

Washing of Drums.

To insure that tho drams are being thoroughly washed and reduoo the
contamination of tho baths to tho smallest amount, tho wash water from
tho drvms should ho tested frequently. Prooood as follows:

To tost the wash water aft or the drums havo roaoivad a deposit of niokol.
Hold a clean dish, under tho drum as it passes from the wash stand to the
Copper vat, and oolleot seme of the drippings (10 oo) Pour this into
a tost tubo , and add 2 or 3 drops of Ammonium Sulfide,- a block precipitate
or darkening of the solution will indioato that ITiolcol is being oarriod
into tho copper olcctrolyto. Compare this oolor with tho standard tube,
which I have prepared far this tost. if color is ddopor, you should pay
moro attention to tho washing.

To Toot Drums after copper has "boon flop o sit od. Collcot wash v/at or aa
instructed above. Pour 10 cc into toot tuba and odd '2 drops of porro-
oyaniflo of Potash. Comp tire -with standard ao in ease of ITiokel. If your

test indicates moro ooppor than standard, look for the dofoot in the wash
stand wifl oorroot.

Height of Dlootrolytos.

Keep tho lavol of tho oleotrolytoo above tho tops of the drains.

This applies to all tho baths, Ooppor, lliokol and Iren. Do not undor
any oonditions allow tho ooppor to got below the odgo of tho drum, as thio
will allow ITioVol to doposit on lliokol and cause trouble at tho soparefcora.
JJtako up all loss in tho bath fron evaporation with distilled water, end
roplnoe all solution oarried out by tlio druns, v/ith froetti solution of
equal strength. At least 30 gals, of rosorvo olootrolyto { Copper and
lliokol) should bo kept on hand*

Amount of ITickol which may bo taken fron olootrolyto boforo it is _

nocoossary to oorreot.- 300 layers is about tho safo limit.

Tootinp;a and oorreotion of lliokol Blootrolytoo.

Take 50 oo of the solution add 10 co of C. P. Hydroohloric Acid,

Op, Gr. 1.2, dilute to 850 oo and pans Hydrogen Bulfido Gas into tho
solution until it small a strongly of it. V/am for 10 minuto s and filtor.
Boil tho solution freo from Bydrogon Sulfido, add 0 oo Hiti'ic Aoid, boil 5
minutos, add excess of ammonia, koop warn 10 minutes and filtor, A
prooipitato indioateo iron.

To oorreot tho ITlokol Elootrolyto.

All olimo and insoluble nr-ttcr must bo removed from the solution boforo
you attempt to do anything else. Havo solution cold.

Add Sulfur 1q Acid in the proportion of 1 Litre 1000 oo for every 50 calls,
solution. Pass Hydrogen Sulfido gas till col. block one load ncotato paper.
Shut off £ao, rains temp, to 100 P. Pi It or. Boil out tho Hydrogen

Sulfido nndlet oool.

Uco v/oolon bags to filter out ooppor. ...✓

" ootton bags " " " iron.

To remove iron from thr bath it is ncoonaary to uso Sodium Hypochlorite
and Hiokol o mb on at o. Prepare thoso as bolow,

Hiokol Carbonate .

20 gallons lliokol sulfate solution from Silver T,ako f bring to a boil,
add gradually a B&turatcd solution of Sodium Oarbonato (Soda ASh) till at
tho ond, a fro oh addition of carbonate will produoe no furthor preolpitato.
Allow tho precipitated nickel Carbonate to sottlo, and siphon off tho
oloar liquid. Add distilled water to tho precipitate, stir woll, allow to
settle, siphon off oloar solution. Hopoat washing as inotruotodabove.

To tost when the washing is c onplcto put nomoof the oloar solution from
which tho Hiokol Carbonate has settled into a test tube, add a for/ drops
of Barium Chloride, and in casa thoro are sulfates in solution you will
got either a white cloud or a hoavy precipitate, depending on tho onount
of sulfates. If tho Tiarium dolor ide does not produce a prooipitato it will
Show that tho washing la oomplote.

Sodium Hypoohlorito .

Dissolve 5 pounds of good Chloride of Lima in 20 gallons of distilled
water. Brook up all lumps and agitato thoroughly, x,ot settle and decant
oloar solution into a oloan orook. How add ■ to this clear solution,
stirring after each addition, ^eatur^ed; solution of Sodium carbonate

until no further proolpitato in produced. Allow to settle conplotaly,
transfer to a carboy. Bo careful that only tho oloar solution ia put
into aar'poy. ICoop out of sunlight , away fron stocrapipos, end hoop tho
stopper in at oil tines.

So correct ITiohol solution fron iron.

Tsho 500 oo of solution on which to figure proportions for top tank.

The no at einnlc toot for tho mount of Ilypoahlorito which is noadod to o;:i-
diao tho iron in any scrapie of tho niokol olootrolyts is as follows: gaho
several portions of 100 oo each, add to tho first .1 to .2 oc Hypo fron
onrboy, to tho second double tho weight addod to the first and oontinuo
in tho acrao proportion of inoroaso -with the third, fourth -nd fifth.
Houtrallr.o oooh one of tho temples with Sodiun Garhonato end boil 10 ninutoo.
Filter off precipitate, and prooood to tost gaoh of tho filtrates for iron,
by boiling a few ninutos after tho addition of a few drops of T'itrio acid
and adding on access of Aranonia.

Solcot tho sanpls vjhloh ia freo fron iron and in v/hioh tho snallost
proportion of Iiypoohlorito has boon usod. Inoroaso tho proportion to
correspond to 500 00 of Electrolyte and boil 10 ninutos. How add carefully
Nickel oarbonato prepared oooordinG to instructions above, until tho solu¬
tion is just neutral. lloto oarofully tho weight of tho Niokol carbonate;;-:;,,
paste used.

Measure tho voluno in gallons of sol. in tho top tank b 9 referring

to the following table.

gable showing no. of gallons oorrsunonding to inches.
In. Gals. In. Gals. In. Gals. In. Gala. In. Gals.

1 9.7 6 60.2 11 106,7 16 155.2 21 203.7

. 2 19.4 7 67.9 12 116.4 17 164.9 22 213,4

3 29.1 ■ 8 77.6 13 126.1 18 174,6 23 223.1

4 38,8 9 87,3 14 135.8 19 164.3 24 232.8

5 40. 5 10 97.0 15 145.5 20 194 25 242.5

In. Gala.

26 252.2

27 261.9
23 271.6

29 281.3

30 292.0

Multiply tho number of co of Hypoohlorito solution and tho number of grams
of iTiahal carbonate paoto by 7.06 and thin produot by the number of
gallons of ITiokol oolution in the tank v/hioh lo to bo treat od.

Afbor Coppor, Aroonio ond Antimony hay: boon removed from oolution
and Hydrogen Sulfide boilod out allow to cool and prooood to ran ovo tlio
iron. Havo oolution cold. Add the Sodium Hypochlorite aa dotorminod
above. Bring solution to a boil and continue to boil ono half hour. Tho
solution is now ready to neutralise by adding tho Hided. Carbonate, which
Should bo added in small port i ono at each time. V/hon tho vflaolc of tho
ITiohcl (jarbonato is added continue boiling to ospodiato tho decomposition
of it. .Ao a rulo SO minutes boiling will bo sufficient to throw out tho
iron.

Allow tho liquor to settle and filter through ole on cotton begs. When
filtering is crop lot e odd to tho solution 300 co of G6^ Sulfuric mid, stir
thoroughly to ink: tho acid in tho solution. Tho bath is now ready for yco.

T ft 0 U B L li 0

3-anr]: piokai flpnoolt . ,Oauoe_-_too much copper In the nickel vat due to
defective drum, or inefficient v/ndiing. Remedy - Short circuit the
drua at.onoo, romovo solution fr c®i vat, clean ooppor from anodes. Put
fresh sol. in vat and start plating from it. Do not use mot a! which in dark
in oolor from the above oauoo.

Blhok, Gt rocks. cause- Alkaline reaction of tho bath.. Tjuok of nickel
in tho solution. Speed of drums too low. Remedy- Add 5 oo of 312804
60 deg. B£. to tho vat containing 20 to gr> gallons oloctrolytc. If
trouble p or cists speed up tho drums for a time. Examino apse if io
Gravity of tho solution.

3* SlM deposit or thinner at top than at bottom, caused by uneven
concentrated or temperature of solution. Remedy- stir bath thoroughly with
a paddle.

4* figRS^rable surface tension of deposited motm . caused by Deposition

of Hydrogen with tho nickel, too much iron in bath, cold nickel electrolyte
(below 104P) end leek of proper adhesion of tho cement copper. This
surfaoo tension is Generally shown by a now bath, and will disappear
after washing some time.

5* — °-Gl ^PQ-g^. •beoono granular that is not smooth- Shows a grain and.

fools rough, c^use- too muoh ooppor and iron in tho solution, causing
looal action at oathodo. Romedy- Change electrolyte.

<3, Hiohol do no til-!: shows fine onooho onroad over tho surface. This io
tfco o ec inning of above trouble (5) and should not bo allowed to aot worse.
Cauco and remedy ao above.

7. Deposited metal io brittle Cause- iron in solution or loo’: of acid
in bath. Remedy- if reaction of bat'- io acid, examine sol. for iron,
if considerable iron is present add to tho vat <30-20 oo of a saturated sol,
of Chlorine caa in v«ter. This will ooaso tho projections and |*lttlenosss
to disappear at least temporarily, and should bo repeated in case tho trou-
blo appoars af;ain.

To prepare th; solution of chlorine v/ator.

Tolce about 1 os. of ifluutcnnooa dioxide, put into a flush and cover
v/ith 500- 400 oo oomoroial Hiriatio no id, heat and pn3s tho evolved
C&.a into diotillod wutor until it smailo otroncly of tho gas. Jfeop a
larco bottle of this solution on hrnd at all tinoc. Use us above. Do not
use thi3 solution unions reaction of bath is first nado aoid.

When start inn a fresh JTiofcol bath it m<£y happen that the deposited
motal ohov/s a tondonoy to burn. Remedy- out tho current down to 150 omP°ros
and oontinuo at this ro.to for 5- G layoro, tlion raise tho current to 175
azgporoo and hold this rate for 0 to G layers moro, then raise to 200 amperes,
whioh is tho most suitable rate.

Connor Plating Path

To preparo this bath dissolve copper sulfato in 250 Gallons of
distilled wator until specific gravity stands at 1170 to 1100. How add 50
pounds Sulfuric acid, ^ath io now ready to use and dll civo n° trouble
i§. tho followinc simple precautions are observed.

1. Keep up thq oontont of oop.por in the bath, by adding copper

*t 13.

aulfnto at least tv/ioo a vr.ok, and at the onmo tine odd 0 pounds Sulfuric
Acid 06 doc* Bi).

2. Koop all saotalo other then oopporn and lead out of contact with
this solution*

3, if blaol: slim forms on tho anodes remove from bath, and v/ipe them

oloan with cloth and replace . so not allow tlsm to or.idlso in air.

4. A oonoldorable variation in tho voltage of tho copper hath while
moto.1 is boinc deposited indioatoo that copper is heinc deposited by
secondary reactions and is duo primarily to a oonoldorable deposition

of Hydrogen oausod by too much acid or not enough ooppor. Remody- bring
UP tho ooppor in t’ o sol. t tho right emount by adding ooppor sulfate.

If tho amount of oopper is 3 mown to bo up to standard, orccnino anodes for

ollmo v.iiioh if presont should bo removed an stated under 3.

5. Keep tho level of tho solutions above tho tops of tho drums as
instructed on pago 5.

6. This bath will stand SJ58 amp or os but no more. 200 enporos in safer.
Oonrrr hip Solution

2f>0 gallons distilled water'. Crystallised copper nulfato sufficient
•to bring gravity to 1170.

Keep this solution to gravity by tiro addition of ooppor sulfate.

It is not necessary to do anything to this solution o: to opt hoop up tho
strength, and filter out insoluble matter twioo each month.

TJno only distilled water.

Koop oovorod when not in uso.

Iron Bath

This is a solution of iron and ammonium sulfate in distilled water.
Speoifio gravity 1100 to UDO.

This solution is quiohly oxidised by oontaot with the air, and rihould bo

<3 12

It opt oovorofl v/hcn notin use.
filter once ©very week.

ICoop iron anodes oloan as possible.

Toat Gravity with Hydrometer onoo every wool:- if low dissolve iron and
emmonium sulfate till gravity is right ,

Uqo only distilled water,

2ofo?o deposit ins the first layer from above sol. stir thoroughly with a
paddle. Do this with caoh crook.

Have surface of drums chemically oloan beforo depositing iron*

Sonar at ina tho triple el from tho Copper.

Tlao punohod flal;o should bo ceeamined with miorosoopa frequently to mdko
sur*o that tho machines 0.-0 doing their wort: properly, and not clinching
tho metal together.

Hor each pound of Copper ITiokol stool: toko 10 pounds of solution
mode up as follows

s;? copper Sulfate
Vf/> Ammonium Sulfate
50^ SO dog. Aqua Ammonia
40^ Water All by weight

Use' a good grade of Axionium Sulfate.

In oaso you are using recovered Ammonia from tho still, the proportions
will bo

GJj Copper Gulf at o
5/1? Ammonium Sulfato
90 fj 18 - 19 deg. Ammonia.

loss of Ammonia from tho separating apparatus should bo prevented
by suitable covers.

^ 13

Exraaijjo contents of Bopoirators ovary novv and again to coo how process
la coins forward. If the fiako remains in the apparatus oft or the aopa-
ration io finished, it Yiill ho curled up and givo a oonsidornblo proportion
of "fines".

VThon the separation la complete asindioatod *oy tho appuarwnos of a sample,
that in when it feels soft and shows no ooppor, withdraw on average sample,
worth free from ooppor, dry and examine under tlio microscope for oopper,
also unaeparntod pieces, If tlio sample oho v/o no oopper color and tho
separation sooras oojspleto, dissolve 1 crisis in Hydrochloric Acid 20 co diluto
to 2ii0 oc r«*mt and pose Hydro® sn •sulfide gao till copper io all downt
wash precipitate till nickel i o all out with H2S viator. Dissolve ooppor in
0 co aqun rogia, neutralise with *.JH4 Oil and add 10 oc excess. Conjpare the
strength of thin Ditto color with *v standard sample, jf color is vjortser
than standard poos tho flake ;,.a separated.

Transfer finite to oontrlfuco and *3*1 to out;-, ciscoes of copper It Aaaonia.
v/ash repeatedly with 3D doc. Ammonia water until u sample of the v/arth liquor
token from tho bottom of oontrlfuco gwoh no boat for ooppor with
Potassium ferrooyanido au foliovis:

Toko o ample of wash water in toot tube, add a drop of dilute nitric acid and
2 or 3 drops of tho ferrooyunid sol. if Ooppor is present thoro will bo
a rod brown oolor dcvcl'Opsd. ( -^ado the above tost and am familiar with
flame A.B.K.)

How continue washing with viator until a sample of wash liquor does not ehov i
an alkalino reaction with red litmus paper and gives no odor of Ammonia
when boiled.

How remove flake from oontrifugo and transfer to 40 gallon or oak, and
cover it with 20 gallons of viator containing l/2 pound Itttrio Aold. Allow
to Book 15 minutes. Separate from tho bulk of the acid and viarth free
from aoid with pure water. The add solution may be used again.

Drive off water, transfor to pans and dry.

rtcooyery of Ammonia and Copper .oy.ido. froa snent solution. _

2cioh of the absorbers should ho filled 2/3 full of water. Bee that
all ohaofc valvoB arc in cwd working order.

PUu inoo the ho 11 inf still two pails of v/asto pot as!: solution fron
tho testing department. fill half full of tto solution from the ntorage
tarlc, tint! boil slowly till tho stem has no odor of ammonia, Avoid any
' consider ohlo pressure beyond what is needed to force the gas through tho
apparatus,

2ho recovered ammonia should tost fron ir> to 19 dec. Bo .9 'Hi to ,939
3p. Or1.

Draw tho solution off rend lot settle in a orook, tho clear solution
of sulfato of potash goes to the sewer, the oopper orcido 1# treated as
under recovery of copper sulfate.

Do not run oold ammonia liquor into a hot still unless valves are open.

See that all check valves work before you start apparatus, and test thorn
while still is in operation,

Mooyary of. Copp:r Sulfato from Copoor Oxide

mi° oopper oxide is first 7/aohed free from sulfato of potash, then
diosolvod in Sulfuric aoid, Insoluble matter is settled out and the
solution boiled down till Gravity is over 1200. Hun off into oryetalising
ptm end allow to cool, then the crystals a ret scraped up on to a o oar sc
screen and allowed to drain, then dried in tho sun. This oopper sulfato"
mey bo used to koep up tho strength of the copper baths and in making up
solution for separators.

Tost wash water from oopper oxide with Barium chloride- the prooonoo
of sulfate is shown by a white preoipitoto.

Platinis drums vrlth Hick el.

Drums need not "bo polished, but should bo free from tool narks.

Glean with ben?.ino,/dry.

?ut into IB/if solution of Cytinido 0f Potash for 10 minutes,

Wash with water.

Put into copper sulfate solution of nano o exposition that you are
using for the regular deposit of ooppor.

Plato ono hour at 20 amperes.

Wash v;lth v/ator.

Put into Hiokel bath, which is a solution of ITiokol Ammonium Sulfate
of Specific gravity 0 Bo. icoop temperature at 104 doc* and plate 16
hours at 20- 26 amps.

Stir solution frequently and rotato the dram several revolutions every

hour,

wash., dry and c° ovor tho surfaoo with ooarso, medium and fine
emery cloth.'

Current density ani tine of deposit in tho different baths,

JTickol 300 ampere minutOD, l.o. 200 amperes 1 1./2 ninutos or its equivalent.
Copper, 300, tanporo minutes 200 aoporoominl/s minutes or its equivalent.
Iren, 100 cutpores 3/4 minute,

ITiokol Sulfate from Silver T.ako

The opooiflo gravity should be olose to 1.136 to 1,140 and the
content of nickel ohould he about 49 crams per liter.

Do not. assume the purity of -this solution,- toot it for oopp -r and iron
before you use it.

Por use in making up tho Hlokol elootrolyto, dilute it with on
equal volume of distilled wator

Aqua Arnonia 20 doc* Kooli drum alioulcl he tootod at least with a hydroo-
otor v/h*n roooivod. If lot; test it is not worth 0 cento per pound.

Harry F. Miller File
Letterbook

This letterbook covers the period January 1908-May 1916, with one
additional item from 1 907. It consists of correspondence and memoranda
pasted or pinned into the book, as well as numerous loose items. Included
are incoming letters addressed to Miller and Edison; copies of
correspondence sent by Miller on Edison's behalf; handwritten memoranda
from Miller to Edison; and handwritten instructions from Edison to Miller. The
items from 1908 illustrate Miller's assumption of secretarial duties after the
suicide of John F. Randolph. Among the correspondents are longtime
Edison associates Sigmund Bergmann, Frank L. Dyer, Edward H. Johnson,
and Josiah Reiff. There are also letters to and from Thomas A. Edison, Jr.,
William Leslie Edison, and other family members, including Nellie Edison
Poyer and Charles F. Stilwell. The spine is stamped "Letters." The book
contains 498 pages and an index; many pages are blank. Approximately 80
percent of the documents have been selected.

QjlJL.JU~s “t niu^ t&&» kflU*

<3^-<2-«-t-C<w ^ ^-<w~'i‘ <1

■p> ':?^<xo4-^(«^ ujietxk«-CB ct **~JU/&(

Tftn. L. EdiBon, Esq.,

Marehallton P. 0.,

Delaware .

Dear Sir:

Your letter of the 1st inat. addreneed to W. H. Miller,
ia evidently intended for me. It will be impossible for me to ooraply
with your request ; to hold up letterB addressed to Mr. Edison,
concerning yquraelf. '

My inBtruotions are, to bring to Mr. Edison' b immediate
attention, all letters received; and until these inBtruotions are
changed, I will oarry them out.

Yours very truly,

Secretary.

J. C. REIFF,

20 BRoad Street.

■elephone, 764 Rector.

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ROYALTY

Deutsche Edison Akkumulatoren Company.

To he paid Quarterly. Last statement December 31, 1907.
See agreement dated September 28, 1905, in P, L. Dyer's
Office.

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(X &iUatu

TKe Edison Portland Cement Co.

X. Telegraph, Freight and Passenger Station, NEW VILLAGE, N. J. SALES o

1K.I.HM.MIKNT PHILAOfiLPHIA, Pa., Rfl

Kan icr a i ir PITTBOURQH^PAm Mi

p. o. address, STEWARTSVILLE, N. J. NEW*"“' "■ J" u"

Dear Mr. Edison;

I have made an arrangement with Mr. H. C.
Stephens, Phillipsbutg, IT, J., to take charge of the necessary
missionary work, manufacturing and installation of the giant
rolls in connection with various crushing plants. Mr. Stephens
will report to us for work between Nor. 15th and 20th, and in
accordance with our conversation, I have agreed to pay him a
salary of $200.00 per month and necessary traveling expenses
and have told him that if he makes a decided success of this
work and handles it so that it is satisfactory to us that I have
no doubt but what we can do better for him in the future.

I understand that you will carry Mr. Stephens on the
laboratory pay roll, charging his expenses against the royalties
which we will receive. If this is in accordance with your under¬
standing, please so advise Mr. Randolph,

WSM-RBS

TBe Edison Portland Cement Co.

is. STEWARTSVILLE. ]

Mr. Harry P. Miller, Trees., j

^BSSrC

July 17, 1908. u

Please find attached carbon c qay of my letter
to The Woodruff & Pauech Stone Co. of even date. As per
my letter of yesterday to you^wki^h Mr. Mallory approved
thle morning, referring to hlsVlehl^you to finance
the expense^ account of the IdisonN^rush^r Business
instead of my having to draw on them dt New\illage
nimiitlui„ when I need the money ,~*l beg^tVask you to
kindly send The Woodruff ft Pauech Stone\o/\ieck\f or
♦125.00, expense money referred to, which^borVowecL
of them on Mr. Sdi son's account, on July 3rky^hey \
very kindly let me have the cash and I would apfcrec la te\
it if you would kindly mail them a check at yoS^arlie^f>
convenience. The Woodruff ft Pauech Stone Co. will^rj'
bably very eoon eign up a big contract with ue for tM
installation of an Wdlecn Crusher Plant.

Thanking you in advance, I am,

Yours very truly,

fenagfer, Edison Crusher Business

252? Pronged Aurmtr
(fllcttrlmib, (Ohin

1 hit Wo'f

fca, iA,

I'UANK

MEMORANDUM

E. *. Millar

12/31/08,

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• _ _ _ _ _ - — ~

[ATTACHMENT]

x^oursea at the rate of §15.00 per week. Will you See t*ttt the
checke referred to are sent to W. L. ». I think hie requeat to
withhold deducting the §15.00 weekly until March is reasonable.
I>LD/IV/W 3P. L. D.

Enc" ‘Uk/S

arch is reasoiiab!

&womtt(X&jU<nu

TRe Edison Portland Cement Co.

, rJ*traph. Freisht and Paaacngtr Station, NEW VILLAGE, N. J. P'i'laoclphuTpa.? A^cndVlllidlni

~r jRffiKnW::

p. o. address, STEWARTSVILLE, N. J. SSSSi^'tsS: sSSlf,!

February l, 1909.

Dear Mr.

After very careful consideration by Mason
and myself, W(J j^ve decided to dispense with the services of
Stephens, 8o given him thirty days' notice today. In

the meantime Wa have made an arrangement with Howard. Williams
to take up *orlc bo that we will not allow it to suffer.

M^jion was at TomkinB Cove on Saturday and met
all the Tom]£ln8 cove people and learned that while they are
vary much intgr*8ted in the proposition they do not plan to
do anything thi* year other than get their general plans out,
decide on thB t/j>a of machinery and be ready to install it
next fall andwtl)ter, so do not think that letting Stephens
go will in any *ay affect this prospect.

Aff I told you the other day, Stephens has
reached the p0irlt where he absolutely pays rio attention to
instructions Wy,tfn him by Mason or myself, and in view of
certain recent developments, we have concluded it was unwise

to go on with hl|fl sny longer.

Yours very truly,

"NN^VVS^ isSlSLcrr^/

V4>.

790

MEMORANDUM

Mr. Harry j. Miller: /Wfo &* 6/21/09.

Regarding the attached <Let ter from Mr. Macdonald,
which I have discussed with Mr. "Edison, please arrange to send
him a check to the order of J. J. Kennedy for $50.00, to cover our
contribution for the month of June, and let him have a similar
check to the order of Mr. Kennedy on the first day of each month
until X advise you to the contrary. In writing Mr. Macdonald
sending the check each time, it will only "be necessary to say that
the check is sent in accordance with my instructions. This is
a matter of confidence and is to he <djurged to Advertising •

KLD/l TO S. L. X). |

Tine-

July % 1910,

The amount of your contribution to the Board of
Censors for the month of July, 1910, amounts to $39.13. As
this contribution is payable to the Censors on or before the
14th instant, I will ash you to send me your cheque for the
above amount before the date mentioned.

I am dividing this contribution pro rata over the
licensed manufacturers and importers, according to the total
number of reels released each week , so that there will be no
surplus after paying the monthly contribution to the Board
of Censorship,

As any change in the number of reels released each
week by the licensed manufacturers and importers, will affect
this pro rata division of the contribution, it will be
important for manufacturers and importers to inform me of any
increase or decrease in their weekly releases.

Until any change in the weekly releases takes place,
the amount of your contribution each month will be $39,13, and
should be sent to me before the 14th of each month.

Yours very truly,

998

Which ’gvust ©owjHwnj of

n. towiam, ,

T. W. Hartshorns, [An
Henrv M. Myrick, f

jYew Yorh> . July . 13 th.,.. .19 Q9, .

Mr. H. E. Miller, I lU<-4 ^ '(

Secretary Thomas A. Edison Company \

Orange, H. J. eany> a ,

Dear Sir;- ’ jiU* ^ a *7^

a, d d J° °r 8«* i»“- »*inC d'L,t M«le y/,*.

, dsa“ll“-”f * - «* **■»* cell.et.d * thl0 00w a,'irt
tee under the Indenture made by Mr iVHn

date of Tuna With tMs Con®any under

26, 1907, for the benefit of Madeleine Edison and other/

(seeTsth l7 " that thB Pr°ViSi0nS °f 8ald *»■* ’

7 P‘“ *>•> “ *■ that t„.

:: :: ::: mr r auain'd - - - *— —
r;:-rrz."

rH==--='

interest remaining one-half of said net income and

**” — *» - - « - - -

~~ « ,o :r 7 11 atw ***

W - May 11, Z 1 ' ; t”°“' “f

oauaetad after tJ J‘ "\T ^ ”” ““ ^ ^

»d the ott^Z^Ta. _ “d °"-h‘lr *« ■**•!».

/"* ^ Youra truly, j

s-half to Thomas A. Edison.

998

I'l tclif, ijfafef ^

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cjyo SyJ'S *

Mr. Petor J. HughOD,

Philadelphia, Pa.

Dear Sir:

You etate that the Auto Transit Co., a Pennsylvania corpora,
tion, hao a total capitalisation of $1,000,000.00, divided into
$300,000.00 nfo cumulative preferred stock and $700,000.00 common
stook, all fully paid and non-aoeeaflahle. Regarding the common
Btook, $300,000.00 thereof waB iaauod aa a bonus to effeot the sale
of the preferred stock and $400,000.00. was issued for a license
but was transferred to you and now stands in your name, therefore
the control of the oompany is in your hands. The company has
$100,000.00 in 6% first mortgage bonds, all of which have been
issued. The physical aoBeta of the oompany amount to $378,000.00,
made up of 45 motor buses, power plant and machinery, all figured at
cost without depreciation. The as Bet a also include an exclusive
franchise for 999 years to run buses on Broad Street, Philadelphia,
and Diamond Street to Pairmount.Park. You state that the
present owners of the ; preferred stock will, sell the same at twenty-
fine cents on- the dollar,, including an equivalent amount of common
stock, i.e., $300, 000.00 preferred- stock and $300,000.00 oommon
stock for $75,000.00 in. cash. . You desire to raise $75,000.00
to carry this deal through. I am willing to subscribe $10,000.00
in dash at any time after my return from my Western trip, and within

J- ty Mco

Peter J. Hughes. (2) 8/Z0/°8*

sixty days from the date hereof, upon the understanding, however,
that all of the statements above made are oorreot and that you raise
the balance of $65,000.00 or obtain bona fide subscriptions therefor
before my subscription is made. The understanding is that my
subscription of $10,000.00 will be secured by the issue to me of
$10,000.00 in the bonds of the company at par and $40,000.00
common stock of the oompany at par.

I also beg to confirm tho statement which I have made to you,
that in case the present subscription is taken up and provided you
remain in control of the Auto Transit Oo., I will axrango to have
the Edison Storage Battery Co. furnish its first heavy batteries
for the trucks of the Auto Transit Co., the price thereof to bo
horeaftor agreed upon.

Please confirm this letter, in. order that I may know that
its torms are fully understood by you.

Ui'viu-

jn~- HU — f *— < ^ Ilf r8^

< ' • L

||5£«, w.«^C ^"“‘^

, ^ ^

de|?£0 CT

l-fczu- ^^2

/XiicL^a£^n f*pr-

Sigmund Bergmann, Esq.,

4 Somme rstrasse,

Berlin, W. Germany*

" I warn you that Rogers is not a good manager of
men, we had to take all management away from him
and use him only as an experimental tool-maker.

He, however, has all the experience that we have
gone through and will Be a great assistance to
you in getting the new cell in commercial shape.

You may depend iq>on it that the new cell is a
great success and will have a future that we. little
appreciate now. I could sell 1000 p9r day if I
could only make them, instead of the 200 being made.
We hope in three or four months to reach 600 daily*
(Signed) HdiBon.

Original sent in. Mr;. Edison's handier It ing-peno il-
yellow pad. Sent to above addressr-addressed private .

JL/<-

M<— y~— “^*7'

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a** ^- fczr%£:
AAAAAAAZ & *£z &£^<&y. •^-'^fe

Mr. Thomas A. Edison,

Llewellyn Park, Orange I F.J.
U. S. A.

After haring cleaned up and reduced the plant
and expenses of the Deut Bohe Edison Co., in accordance with
your advice, and making a thorough investigation, I find that
Kammerhoff has simply acted very reckless not alone in paying
too high wages and not producing enough for the money spent,
hut also hy ordering enormous quantities of suoh material, which
should have been ordered from month to month end it will tided
us more than a year to use this up.

If I would have let Kammerhoff go three years ago, as
I had intended and then shut- down the plant, 1 think I would have
saved a lot of money and reputation.

In Bhort-, I want to say that he simply pulled the wool
over my eye s right along just for the sake of drawing his salary
and when he realized this would not work any more, he departed.

Kindly treat this as confidential.

/zL^. ^ a '

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Mr. H. F. Miller: yU^J ^ [^jjZ/

Mr. Beaoh of the Federal Storage Battery Car Co. asked j
for the loan of the Ingersoll Milling machine which was bought for
the house job, laboratory Shop Order #2053.

I took same up with Mr. Edison and ho said we could loan/
him the maohine at 8$ on the invootmont and 10®5 for depreciation.*

I informed Mr. Beaoh's assistant of this and he put up a kick <
account of the 8% on the investment. He seemed to think tha .t 6$ was
ample. I told him he had better advise Mr. Beaoh to see Ur. Edison
regarding this. However, he said they would have to have/ the maohine
and would movo same to Silver lake.

I am sending you this for your information yS that you can
bill them on the investment and depreciation. The maohine will be
moved sometime this or the fore part of next week/ However, you should
not charge them until same iB installed at Silver lake.

If you will please look up the shop order, you will find bill
for the Ingersoll milling maohine and also e/tra heads and outters for
same, which tho Beaoh Company will also get/

RAB/EEB

•ym*

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[ITEM FOUND IN BOOK]

The several heads of departments who have heretofore

received extra remuneration in the form of certain percentages
of royalties paid. to the Hew Jersey Patont Company have men¬
tioned to me from time to time the possibility of their re¬
ceiving anything from this souroe. Whenever the matter
was brought up I always explained that the reason they had
not been paid anything since March, 1910, was beoause for
the year ending February 28, 1910, considerably more was
paid them than they were entitled to receive, and I said
that it would probably take a whole yoar for the over-payment
to be made good.

The difficulty was due to a misunderstanding as
to the amount they should participate in. Your understand¬
ing was that they should be paid on a basis of whatever
money was paid over to the Hew Jersey Patent Co. , but not,
however, to exceed 90$.-of the net trading profits on records.
As a matter of fact, a very much larger sura was-.paid to the
Hew Jersey Patent Co. in the year ending February 28, 1910,
and it waB upon this sum that the distribution was made.

The over-payment was more than made up by 90$ of record
profits made during the year ending February 28, 1911, so
that there is a, small distribution due these men as of that
date. Attached is a list- showing what this distribution
amounts to.

Beginning March 1, 1911, the situation was changed

[ITEM FOUND IN BOOK]

Mr.' Edison- 2.

by the consolidation of the Edison Manufacturing Co. into
the business and the elimination of the Hew Jersey Patent
Co. It seems to me only fair, in the case of men who
devote their attention generally to all branches of the
business and whose efforts contribute to the success of
all branches, that they should participate' in the profits
of all the branches. Mr. Dolbeer devotes himself entirely
to Phonograph sales, and it is only fair that he should
participate only in the profits of the phonograph business.
Mr. William Pelzer is devoting his attention entirely to
the moving picture business, and Mr. Durand devotes his
attention entirely to the business phonograph, and I think
it only fair that those two men should participate only
in the profits of their respective branches.

One question to be determined by you is whether
or not, in case a man is given the opportunity to partici¬
pate in the profits on other lines in addition to records,
his percentage should be decreased. ‘If you look upon this
allowance in the nature of extra compensation, I should
say that in fairness the percentage should not be changed,
because if their efforts are directed indiscriminately
to all the lines and all are profitable, it is immaterial
where the money comes from so long as it appears as profits.

One of the difficulties which was experienced
with the Hew Jersey Patent Co. was that the money turned
over to the company in the form of royalties appeared
necessarily as income and the net profits were therefore
subject to the Federal Corporation fax. In the past we

[ITEM FOUND IN BOOK]

Mr. Edison- 3.

felt justified in reducing the gross income hy writing off
a certain depreciation fo$ patents, and, although this sug¬
gestion was approvod hy Ur. Lyhrand , it might hare been
rejected hy the Government if the question had heon specif¬
ically brought to the attention of the Federal authorities.

If the profits of Thomas A. Edison, Inc., are
paid in the form of dividends they will he subject to the
same corporation tax, hut this can ho avoided in an entirely
proper way hy paying the money, otherwise available as
dividends, to you as a royalty under your patents and for
your services in inventing and experimenting for the com¬
pany. Any payments made to you would therefore appear as
a proper charge against the income or profits of the com¬
pany, reducing the net profits to that extent, and in this
way the corporation tax can he brought down to a practi¬
cally negligible sum. Of course, any money paid to you
as an individual would not he subject to this tax.

If you approve of the above suggestion I would
recommend that a contract he prepared between you and Thomas
A. Edison, Inc., properly reciting all the facts and hy
which we would agree to pay you as royalties under your
patents , present and future , for the use of your name and
for your services in inventing and experimenting, not more
than 90$ of the net trading profits of the company. This
would leave 10$ of such trading profits subject to the
corporation tdx, and on the basis of §1,000,000 trading
profit annually the amount subject to the tax would be

[ITEM FOUND IN BOOK]

Mr. Edison- 4.

§100,000 and the amount of the 'tax would he §1,000. Of
course this arrangement would ho subject to great e-lactioity.
If. for example, we required more money for plant, equipment,
investment or reserve than 10 $, any amount we might use in
excess would he practioally borrowed from you. On the
other hand, if you required more money than 90$, any amount
you might take in exces's would ho practically borrowed from
US. Such an agreement would, however, definitely fix the
amount that would he subject to the corporation tax end I
think would adjust the matter in a perfectly valid, proper
and effective way.

If the above proposition is approved by you, I would
additionally urge the following arrangement in viow of present
conditions:

First: That with the exception of l,lr. Dolbeer,

Mr- V/illiam Pelser and Mr. Durand, the men heretofore par¬
ticipating in the royalties of the Hew Jersey Patent Co.
be paid the same percentage of any money paid to you as
royalties by Thomas A. Edison, mo., but in no case to
exceed 90$ of the actual net trading profits. That Mr.
Dolbeer, Mr- Pelser and Mr. Durand be paid the same per¬
centages as heretofore received by them, based on the
Proportions that the net trading profits of their respective
branches bear to the whole.

Second: Since the actual trading profits cannot

be determined until the end of the fiscal year, it would
be a hardship for these men to wait another year before

[ITEM FOUND IN BOOK]

Mr. Edison- 2.

receiving anything, because, rightly or wrongly, they have
become accustomed to regard the monthly payments from you
in the nature of a regular compensation and some of them I
hnow have difficulty in adjusting themselves to the altered
conditions. Therefore, I would propose that, at least for
the present year, it be assumed that the amount you will
draw out of the net profits and in which they will partici¬
pate will be at least $400,000, and that they be permitted
to draw monthly on this basis. In other words, Mr. Wilson,
for example, who now has an allowance of 1%, would be per¬
mitted to draw $4,000 in monthly instalments for the year
ending February 28, 1912. Any other amounts that might
be due could be adjusted at the end of the year.

It seems to me that this would be a fair arrange¬
ment and would not involve you in any risk, and I am sure
that it would be a great help to the men involved and would
relieve them of worries and uncertainties that I believe now
handicap them.

Third: The comparatively small sums due for the

year ending February 28, 1911, I urge should be paid.

The above is written on behalf of men who are
deeply interested.

So far as I am concerned, I am willing to wait
until later, if you want me to, in the hope that conditions
will improve, as the monthly payments I am now receiving
are all that I need at present.

FID/l V,'W F. i. p.

[ITEM FOUND IN BOOK]

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q_j£, ‘j-

yuj^t, - <t&*-cAi Zu*x- ,

EDWARD II. JOHNSON

NltUL-Y -

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[ITEM FOUND IN BOOK]

M 10 19.14

COPY.

Copy of pencil memorandum sent Johnson, June 10th 1914,
in reply to his letter dated June 8th 1914.

" E. H. J.

X SEND YOU $200.00... WHY DON'T YOU
SEND SOJ.IE YOUR FRIENDS TO OUR PLACE 10 FIFTH
AVENUE AND SELL SOME OF THE NEW PHONOS.

(Signed)

E "

To Mr. E. H. Johnson,

20 Broad Street,

Slew York City.

[ITEM FOUND IN BOOK]

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s-'

RICHARD W. KELLOW FILE

The documents in this file are organized in folders, numbered from 1
through 259. Each folder generally contains several documents pertaining to
a particular individual, business interest, business relationship, ortransaction.
The folder numbers correspond to the numbers on the envelopes in which
the items were originally filed. Some folders are missing from the sequence.

The documents for the period 1899-1910 include agreements,
correspondence, and other material pertaining to the corporate identity and
the finances of the Edison Portland Cement Co. and the Edison-Saunders
Compressed Air Co. Also included are items relating to real estate,
insurance, and royalty agreements and to the sale and promotion of storage
batteries and electric vehicles.

Documents have been selected from twenty envelopes and grouped
under four categories: (1) Crushing Roll and Compressed Air Technology
(1899-1909); (2) Edison Portland Cement Co. (1899-1910); (3) Real Estate
and Insurance (1903-1910); and (4) Storage Batteries and Electric Vehicles
(1901-1911). A finding aid for the archival record group is available at the
Edison National Historic Site.

Approximately 90 percent of the material in these envelopes has been
selected. The items not selected consist primarily of documents that
duplicate information in selected material; letters of acknowledgment and
transmittal; and documents concerning real estate transactions in which
Edison was not a party.

Crushing Roll and Compressed Air Technology (1899-1909)

This folder consists primarily of agreements relating to the license and use of Edison's rock
crushing technology and to the development of compressed air technology. Included are
documents pertaining to the formation of the Edison-Saunders Compressed Air Co. and to the
activities of Edison Ore Milling Syndicate, Ltd., and several non-Edison limestone and quarry
companies.

Edison Portland Cement Company (1899-1909)

This folder consists primarily of agreements relating to the finances, patents, and corporate
identity of the Edison Portland Cement Co. Included are the agreement to organize the company,
signed by Edison and the investors on April 15, 1899; the agreement forming the Association of
Licensed Cement Manufacturers on December 30, 1 907; and other agreements involving Edison,
the investors, and the company. Also included are several letters by Walter S. Mallory, vice
president of the Edison Portland Cement Co., regarding his salary and personal finances. One
undated memorandum was probably written by Mallory in 1893.

Real Estate and Insurance (1903-1910)

This folder consists primarily of agreements relating to real estate owned or leased by
Edison or members of his family. Included are documents regarding the purchase of property at
10 Fifth Avenue, New York City; the rental of Edison's property in Bloomfield and Belleville, New
Jersey; and landscaping at his winter home in Fort Myers, Florida. Also included is
correspondence from Thomas A. Edison, Jr., concerning the leasing of land in Salisbury,
Maryland, for William Leslie Edison, along with items pertaining to insurance on the Edison
Phonograph Works and on Edison's property in Ogden, New Jersey.

Storage Batteries and Electric Vehicles (1901-1911)

This folder consists primarily of agreements and proposed agreements involving Edison,
the Edison Storage Battery Co., and other companies and individuals, along with related
correspondence. Included are agreements with Herman E. Dick pertaining to the foreign
exploitation of Edison's storage battery; letters regarding a proposed agreement with J. P. Morgan,
Jr., forthe promotion of the battery in Great Britain; and a valuation of the Edison Storage Battery
Co. in 1909. Also included are agreements with Converse D. Marsh and with John M. Lansden,
Jr., concerning the manufacture and marketing of electric vehicles in conjunction with Edison's
battery.

Richard W. Kellow File

Crushing Roll and Compressed Air Technology (1899-1909)

This folder consists primarily of agreements relating to the license and
use of Edison's rock crushing technology and to the development of
compressed air technology. Included are documents pertaining to the
formation of the Edison-Saunders Compressed Air Co. and to the activities
of Edison Ore Milling Syndicate, Ltd., and several non-Edison limestone and
quarry companies. The documents are from envelopes 77, 101, 106, 107,
and 210.

MEMORANDUM OF AGREEMENT.

THOMAS A. EDISON
with

WILLIAM L. SAUNDERS and
THE INGERSOLL-SER OE AN T
DRILL COMPANY

AGREEMEN T.

Dated March 1899.

r;;.r J

-c.n |

r'.rn;.'.:.' A cdcon (Pcrecim).

mads this 23rd day of March, 189.9, between Thomas
: A. Ediscn of Orange, County of Essex, State of New Jersey,

■ party of the first part, and WILLIAM L. SAUNDERS of North
; Plainfield, Countv of Somerset, State of New jersey and

: the ING ER SOIL -SERGE AMT DRILL COMPANY, a corporation organized
; and exist in? under the laws of t lvs State of West Virginia

■ and having its principal place of business in the Ci cy of
: Maw York,, parties of the second part.

WHEREAS, tli., said Ec is Qi is the inventor of a new and
;i useful method of and Apparatus for Re-heating Coa-p r eased
! Air IV r Inhu btri.J. Purposes up on win el. un application for
letters Patent of t. he United States was filed in the United
| States Datent Office February 25, 189.9, Serial #706,976, and
l: upon v/hich invention an application for a British patent
• has been prepared and is about to be filed; and

WHEREAS, the said Edison is the sole owner of all
j; rights to the said invention and of the patents which may
be granted thereon for the United States and Great Britain!

|| and

WHEREAS, the parties of the second part ootained lett <?s
| Patent of t. he United States #486, 4121, granted November 15,
1892, upon the invention of the said SAUNDERS releating to
a new method of Increasing the Efficiency of Motor Fluida,
which invention is also c oveired hy British Letters Patent
# 20,676 of the year 1892, the parties of the

second pa;rt being the sole owners of said United States
and British patents and of a H rights thereunder; and
(1)

ViHEREAS, the parties hereto are desirous of exploiting
the said inventions of said Edison and said Saunders in
the United States and §reat Britain as a single enterprise,

IT IS AGREED as follows:

1. A corporation shall forthwith be organized under
the laws of the State of New jersey, with a capital stock

or Ten Thousand Dollars ($10,000) to be known as the Edison-
Saunders Compressed Air Company, and which corporation shall
purchase and b ec due the owner of the said inventions of
the 8a id Edison and Saunders fcr the United States and
Great Britain, and of the patents already issued upon the
invention of said Saunderrs for said countries and of the
patents which may be issued upon the applicationjbef ore
referred to of the said Edison.

2. It is further agreed that the consideration to be
paid for said inventions and patents shall be respectively
Seven Thousand five hundred Dollars ($7,500) to the said
Edison and Two thousand five hundred Dollars ($2,500) to

tli e parties of the second part: and the parties hereto agree
to take t be capital stock of said Company, at par, in
payment of said amounts.

S. It is further ag-eed that immediately upon the
organization of the said corporation the parties hereto will
forthwith, and for the consideration before mentioned, as¬
sign to said corporation the entire right, title and interest
in said inventions and the patents already issued and which

(2)

5— OERTiriOATE OF INCORPORATION!

Iljis is tc terttfi) f THAT

do hereby associate ourselves into a corporation, by virtue of the provisions of an act of the
Legislature of New Jersey, entitled: “An Act concerning Corporations i,” ( revision of 1800,)
approved April 31st, 1890, and the several supplements thereto for the purposes hereinafter
mentioned, and to that end we do by this our certificate set forth.

first —The name of the corporation is EDISON- SAUNDERS COMPRESSED AIR

Sccoili),— The location of the principal office in this stale is at the Edison- Labora¬
tory, .Valley Road, West Orange, ‘in the County of Essex.

The name of the agent therein and in charge thereof, upon whom process against this
corporation may be served is WALTERS. MALLORY. _ : _ ____

Siljirt).— The objects for which the said corporation is formed are to purchase or
otherwise acquire, and to hold, own, use, operate, and to sell,
assign or otherwise dispose of, to grant licenses in respect of
or otherwise turn to account, any and all patents, inventions,
improvements and processes used in connection with or relating to

Production or^utilization of compressed air, _and. with_a.._view. _

to the developing of the same, to carry on any other business,
whether manufacturing or otherwise, which the corporation may
think calculated, directly, or indirectly, to effectuate these ob¬
jects;1 also to purchase, take on lease or in exchange, hire or
otherwise acquire, any real or personal property and any rights
or privileges which the Company may think necessary or convenient
for the purposes of its business. _ _ _

Joitl'tl). — The total amount of the capital stock is Ten Thousand (10,000)

_ _ : _ _ _ — dollars ;

the number of shares into which the same is divided, is One Hundred ( 100 ) -

and the par value of each share is One Hundred (100) - dollars ,

The amount with which said corporation will commence business is One Thousand

(1,000) - — - - - dollars,

which is divided into Ten (10) - : - - shares of the par value

Richard N. Dyer, East Orange, N. J., Pour (4) Shares.
William Pelzer, New York City, H. Y. .Three (3) Shares.
Archibald G. Reese, New York City.N.Y. .Three (3) Shares.

Sistlj. — The existence of the coloration shall begin on the twenty- fourth
day of April, in the year Eighteen Hundred and Ninety-nine

and shall continue for the term of Fifty (50)

years..

18th

In Pitney JUIjctcof,

_ day of April

Signed, Sealed and Delivered )
in the presence of )

8. 0. Edmonds

we have hereunto set our hands and seals the
, Eighteen Hundred and
Richard N. Dyer
William Pelaer
Archibald G. Reese

Ninety-nine

(Beal)

(Seal)

State of New Jersey,

DEPARTMENT OF STATE.

/, George Wurts, Secretary of State of the State of fflew Jersey* do Herrin)
Certify, that the foregoing is a true copy of the certificate off#:,

\nd the endorsements thereon, as the same is taken /rom and compared w....

Original filed in my office, on . day of. . .

•A. D iSff , and now remaining on file therein.

Certificate

State of Jteio leKfc

City & (ffOUlttl) Of row YORK

$C it BCIUCmlieCCD, That on this eighteenth
day of April, ■ in the year of Our lord One Thousand Eight

Hundred and ninety-nine before me the subscriber, a Commissioner of

pmtmdiyyaipiwxd Deeds for the State of New Jersey in New York,
personally appeared Richard N. Dyer, William Pelzer and Archibald
0. Reese

who, I am satisfied are the persons named in and who executed the foregoing Certificate of
Incorporation, and I having first made known to them the contents thereof, they severally
acknowledged that they signed, sealed and executed the same as their voluntary act and deed,
for the uses and purposes therein expressed.

In witness whereof I have hereunto set my hand
and affixed my Official seal this 18th day of
April A.D. 1899.

Charles Edgar Mills (Seal)

Commissioner of Deeds for New Jersey, in
New York City , N. Y.

115 & 117 Broadway, N. Y. City.

AIR COMPRESSORS. ROCK DRILLS.

HavemeyerBu/lding26CortlandtSt.

April 34 th, 1899.

To the Directors of *

Edison-Saunders Compressed Air Company,

«a^JVr\ore>.?imers of a hal" interest in United States
pa.ent No. 486,411, granted November 15, 1893, upon the
invention of William L. Saunders relating to a new Method
of Increasing the Efficiency of Motor Fluids, and we also
own a halA interest in British patent No. 30,676 the
\ ^af 1893, granted upon the same invention. We understand
\ that your Company is to purchase the other half interest
in these patents from Mr. William I». Saunders, and also

C?ral)S?*' ls *° P^ehase the entire interest from
Mr. Thomas A. Edison for the United States and Great
,, , "J111 lnvention recently made by him relating to

a Method of and Apparatus for Reheating Compressed Air -for
Industrial IMrposes, upon whicfti Ur. Edison applied for a
United States patent February 37, 1899, Serial No. 706.976
aloKl ^P°n which he has also applied for a British patent,
yj® sell you our one-half interest in the Saunders

Bf.s^ates *n<i British patents referred to in considcm-
tion that our Company shall have the exclusive right and .
license in the United States and England, under the said
Saunders patents and under the patents which may be grant¬
ed upon the invention referred to made by Mr. Edison, to
maJce, use and sell in those countries apparatus embodying
or employing said inventions, such right and license to
be restricted to the use of said inventions for mines,
tunnels and quarries, and to be conditional upon the pay¬
ment of a royalty, the amount of which shall be agreed
upon between the officers of this Company and the officers
of., your Company, and such license not to be tranafferible.

Yours truly,

THE INGERSOLL-SERGEANT DRILL CO.

Yibe-^resLt.

" (Qr&t

-.JZMue.

Cffp" rs/ JP >.
iSMcma^J^K (Qa/J/???s.

To the Directors of

Edison-Saunders Compressed Air (JompetH^.

Gentlemen: —

1 am the Owner of an invbiitioji relating to a hfe* and useful
Method of andd Apparatus for BefrOpting Compressed Alt* for industrial pur¬
poses, upon which invention J applied to ftp U. {3. Office for a

patent, such application having bgen fUtf ?$*>?» ftPjr fffm, 1599, SerJiq.
No. 706,976, and I have also applied fQr * Brftfgft jpftjpj; fye #a^
invention. 1 Offer to sell to you, for the sum of seven thpqggdji jflye
hundfad ^ddiihr'ft ($7,500), payable seven hundred and fifty do^iqrp ($7j5P)
in cash -a^d six thousand seven hundred mid fifty dollars ($6,750) in
stoeJf of Company at par value, all my right, title and interest in

and to pafd invention in and for the United States and Great Britain, and
in and to the United States and British patents which may be granted on
the said applications .

Yours truly,

Hwenes ■Ar. Eddsasan-. - — - - - =>"

_ _

COPY.

MEMORANDUM.

The Vice President presented to the Board the following papers.

Memo, of Agreement dated March 23/99 between Thomas A. Edison
of Orange, N. J. , William L. Saunders of North Plainfield, N. J. and The
Inge>*soll-Sergeant Drill Co. for the organization of a Company to be
known as the Edison-Saunders Compressed Air Company which Corporation
shall purchase and become the owner of inventions of the said Edison and
the said Saunders for the United States and Great Britain.

Also' Assignments from William 1. Saunders to the Edison-Saundeis
Compressed Air Co. dated April 24/99, and an undivided half interest in
and to letters Patent of the United States #486,411, granted Nov. ls/92
and Assignment from William 1. Saunders to the Edison-Saunders Compress™
ed Air Co. of letters Patent in the United 'Kingdom of Great Britain and
Ireland #20,676 dated 15th day of Nov. 1892 - Also an Assignment from

The I nger so 11-Sergeant Brill Co. to the Edison Saunders Compressed Air
half

Co. of an undivided^interest in and to letters Patent of the United
States #486,411 dated Nov. 15/92 - Also an exc3.usive license subject
to rdyalW'W?be^?a-syBaawpon^^on^Jl.hg_jcll80n_Sauriaers Coiapre s secl Alr
Co. under said Saunders Patents and under the said Edison invention
and letters Patent to be obtained therefor in the United States and
Great Britain to The Ingersoll-Sergeant Drill Co. to manufacture, use
and sell apparatus embodying or employing the aforesaid inventions of
Edison & Saunders, dated April 24/99.

On motion duly seconded the Board ratified and approved the
signing ofthe above mentioned .agreements.

;

■ . -

1 375415

THOMAS A. HD IS ON, ,

-to- .* ! .

ED IS ON-SAIJNDHRS COMPRESSED AIR ’
COW ANY.

; j'

ASSIGNMENT.

— ■ ;J

CONTENTS M .

T!iaa;.s ii’ .EBISOH IPortonal) ^

. , f ■ /

Dyer. Edmonds S^Dyer,-
Attorneys at Law, • -
•’ ’31 Nassau St.,

- - - — i - curt.

) I "'HEREAS, I, THOMAS A. EDISON, of Llewellyn Park,

E^sex County, state of Hew Jersey, have invented certain im¬
provements in Apparatus for Reheating Compressed Air for In-
dus trial Purposes, for which Letters Patent of the United
[States Ho. 657,922 were issued to me on the 16th day of
ept ember, 1900; and

™HHREAS, HUTS 0N-SA1JNDMKS COMFRESSED AIR COMPANY, a
[corporation organized and existing under the laws of the
[state of Hew Jersey and having its principal place of busi-
less at v,est Orange, Essex County, said State, is desirous of|
.cquiring my entire right, title and interest in and to said
invention, and in and to said patent;

HO’V, TllHRHHOEH, To all whom it may concern, be it
known that, for and in consideration of the sum of One Dol¬
lar,- to me in hand paid, receipt of which is hereby acknowl-
edged, and of other valuable consideration, I, the said Thom¬
as A. Edison, have sold, assigned. and transferred, and by
these presents do sell, assign and transfer, unto the said
j Rd is on-Saundei’s Compressed Air Company,/ its successors and
assigns, my entire right, title and interest in and to the
said invention, and in and to said Letters Patent, to be held|
[and enjoyed by the said Edison-Saunders Compressed Air Com¬
pany for its own use, and behoof, and for the use and behoof of|
its successors, assigns and legal representatives.

TH ’’TTITESS 'HOCKEOF, j have hereunto set my hand ar
affixed my seal, this 2. ^ ^*\lay of September, 1900.

n the presence of:- .

HI OA^do-tf^Lj

S tat ft of New Jersey,
County of Essex.

tss :

On this day of September, 1900, before me, a

Notary Public within and for the State of Nejr Jersey, per- .
sonally appeared Thomas A. Edison, to me known and known to
me to, be the person described in and who executed the forego¬
ing assignment, and J having first made known to him the con¬
sents . thereof ,. he acknowledged that he executed the same as
his voluntary act and deed.

^^(jfaAAcioydj

i/7

Mr. Alexander Elliott,

My dear Mr. Elliott: -

Per our conversation of the 11th. you may
use such information as I have given you concerning the fine grind¬
ing roll proposition coming to me from William Simpkin, of London
Eng. , and if at any time you wish me to substantiate the information
which you have gleaned by reading the letters from Mr. Simpkin to
myself , I will do so by exhibiting theletters to Mr. Edison as Proof.

Yours very truly,

(2m* £ $ul4.-

[ATTACHMENT]

"" Tall the advantage of your rolls over the Edison fine grinding
rolls and dwell hard on the had features of the Ed- rolls.

This may he to your advantage .

Hurriedly yours
Wm. Simpkin "M

Keep this oonf idential

m B. The above is abstract from the letter of William Simpkin,
Manhattan Hotel, HOW Yofck to Calvin T* Eried, orange, B> J* undei
date of Sunday - an examination of *h0 oalOnddr for M^rdh i$08^-
flhows that the above mentioned Sunday is March IS, '19,0^ajid this
confirmed hy information from C« f* Dried to me.

jd‘ :

UEI'ORAIIDUU 05? AGBEBME1IT made and entered into thi

- day of ,1909, by and between

THOMAS A. EDISON, of IleweUyn Parle, Wo at Orangu , county
of Essex and State of New Jersey; herolimf tor called the
Licensor, party of the first part; and the TOMPKINS COVE
STONE COMPANY, a corporation of the state of Hew York, hav¬
ing ite main office at its quarry in or near Tompkins Cove
Hew York, hereinafter oallod the Licensee, party of tho
Dooond part.

WHEREAS, the Licensor hao obtained letters Patent
of the United States, find has filed application for let¬
ters Patent of the United States, ns follows;

LETTERS PATENT

Crushing Rolls, Ho. 5^7,107, Sept. 8, 1896;

Method of Breaking Book, Ho. 672, *616, April 23, 1901;
Apparatus for Breaking Book, No. 678 j 617, April 23, 1901;
Grinding or Crushing Bolls, Ho. 074,057, Kay 14, 1901;
Apparatus for Screening Pulverized Material, No. 675,057,
7iay 20, 1901.

. APPLICATIONS POP. LETTERS PATENT .

Giant Bolls, Piled Jan. 13, 1903, Serial Ho. 130,813; K
Crushing Bolls, Piled Sopt. 7, 1900, Serial No. 333,607,

AND, WHEREAS, the licensee is desirous of ob¬
taining a license under said patents and applications acc¬
ording to the conditions hereinafter named, within the fol¬
lowing named territory, am is desirous of installing and
operating at or near a Dolomite quarry within such terri¬
tory, at least one (1) oompleto Edison Giant Boll Crusher,

I and is desirous of having the said apparatus constructed
under the control and general superintendence of the '
Licensor, the description of the said territory being the
following, to wit:-

All that territory lying within n. ruaiun or
twenty (20) miles from the City Hall of the City of New
York, if. V.; all of Long Island and Staten Island, if. y, ,
and a strip of land, ten (10) miles wide on each side of
the Hudson River from Hew York City as far north as Albany

I and Rensslaer Counties but not Including these two coun¬
ties} aloo u s trip of land ten (10) miles wide and extend¬
ing along the Banter* Shore of Connecticut ao far Bast as
'Norwalk, and

VUBHEA8, the Licensor is willing to grant Buch
license under said Letters Patent end applications, for
the said territory, subject to the conditions and for the
purpose hereinafter named, and is willing to undertake the
control and superintendence of the construction of the
said Edison Giant Roll Crusher (or Crushers) 5

NOW | THETOWOKB, in consideration of the premises
end of the .mutual covenants and agreements hereinafter sot
forth, SHB PARTIBH HBHBSO AGREE AS FOLLOW:

1’i'° Licensor hereby grants to the Licen-
boo, subject to the conditions hereinafter named, on ex¬
clusive lieeaoo under the said Letters Patent and any Let¬
ters Patent which may hereafter bo granted on said appli¬
cations, within and throughout the said territory above
described, for tho purpose of crushing for all uses (ex¬
cept for direct use in the manufacture of cement), dolomite
limestone, gneiss, or other rook, which may be found within
the said territory, but not including iron or other ores.

SlftOUD: The Licensee hereby agrees to in a tall within
the above specified territory an Edison Qiant Roll Cruahor
with secondary rolls and screens and other equipment, in¬
cluding all steam uhovala, oars, locomotives, etc., which
the Licensor and Licensee nholl mutually dotormlno to be
necesoary for operating satisfactorily a complete plant
for crushing stone. It io the expectation of the parties
hereto that uaid installation shall be complete and ready
for operation within ono year from the date of this agree¬
ment, but if, for any reason which is unavoidable and
beyond the control of either of tho partieo hereto, its
completion should be delayed beyond tho said one year
period, the said installation shall be completed and the
machinery put into operation as soon as practicable there¬
after. She Licensee further ugreee to place orders for
the Edison Giant Roll Crusher and other machinery in
accordance with the stipulations of this contract, and as
soon ao the plans for the crushing plant are definitely
deoided upon. All said machinery shall be delivered upon
the Licensee's property at Tompkins Cove, Hew York, within
one year from the date of this agreement.

The first six (6) months after this first Edison
Giant Crusher is first started up, shall bo considered a
Test Period. At tho end of this period, unions the Licen¬
sor shall extend this limit upon good, cause shovm, the
Licensee : may.', notify the Lloenoor in writing, if it so con¬
cludes, that in ite estimation the Edison Giant Roll Crush-
or so installed is not a practical success. Upon this
notification having been given, the exclusive license here¬
by granted shall terminate, and other licenses under said
Letters Patent and applications therefor may thereupon be

granted by the licensor to any other person, firm or cor-
poration, within the above specified territory, and the
licensee shall have a non-exclusive right and license in
said territory. ir, within a period of „i* <6> month,
from the first starting of this Crusher, or within such
extension or extensions of said time as may be granted by
the licensor, Baid licensee does not notify the licensor
in writing that the said CruBher is not a practical and
commercial success, or if within the said times the licen¬
see shall notify the licensor in writing that the said
crusher is operating successfully and satisfactorily, then
this agreement shall become operative for the territory
above defined, as an exclusive license., subject to the
terms and conditions hereof.

mm:- The construction and installation of the
said Edison Giant Roll Crusher, and of any additional
Crusher or Crushers thereafter that may be . required by the
licensee, shall be carried out in the following manner: -
The licensor shall have control and superintendence of the
design of the machinery and of its manufacture and inspec¬
tion; he will obtain bids from reliable concerns for its
manufacture and will recommend to the licensee the accept¬
ance of suoh bids as he considers most favorable. The
orders for .machinery. shall be placed for the account of,
and subject to .the confirmation of the Licensee and the
licensee shall pay all invoices for parts received from,
or manufactured, in .accordance with the regular terms of
the manufacturer, or in accordance with any special terms
which may be agreed upon before placing the order. It is
agreed that if it becomes necessary for the licensor to
have any work done at Mb own plant in connection with the

manufacture of any of said, Crushers or to furnish any part
or parts thereof,, thon the licensor shall have ouoli .orh

(done and shall furnish such parts and for' any part or
parts uo furnished and work done at the plant of the li¬
censor, the latter will oharSa the x.leoneee only the actual
oost of the soma, it being understood that all of the said
maohinery is to ho furnished at cost to the licensee with¬
out addition of any manufacturing c? selling profit by the
licensor. After orders have boon placed, as above pro¬
vided, the licensor shall have entire charge of the manu -
faoturo of said machinery and will, froo of expense to the
licensee, inspect the different work, as it progresses, at
such time or times as the licensor thinks necessary. The
Licensor will furnish and loan to the manufacturers of the
Edison Giant Poll Crusher or parts thereof, all nooessary
detail drawings and all patterns except when these vary
from the licensor’s standards, free of any charge to the
liconsoo except tho necessary cost of transportation to
end from the shops of such manufacturers. Every Edison
Giant Roll Crusher and Secondary Crushing Rolls to be
manufactured under this agreement shall bo of tho best
material and workmanship and of the latest and most im¬
proved design of tho licensor and the machine shall be com¬
plete in all its porta and constructed to suit the work in
its particular territory, so far ae such work oan bo fore¬
seen. The siao of the said Crusher (or Crushers) is to be
determined by the licensor and to ho approved by the licen¬
see as meeting tho different requirements.

EOUKTKt - The licensor, at his own expense, shall
cause one or more of his competent engineers to visit tho

Bite for the eaid Crusher or Crushers in order to decide
aB to the best method of installing the Edison Crusher.

Upon said visit or visits the representatives of the
Licensor and of the Licensee will determine as far as
possible the plans to he followed so that the Edison
Crusher may he installed to the heat advantage. The
Licensor, as soon as possible thereafter, and at his own
expense, will make the drawings for the foundation and
installation of the Crusher. The Licensor will also, if
desired, in bo far as he can, make drawings showing in a
general way the arrangement of the Crusher in the plant,
with referenoe to the remaining portion thereof, charging
only the wages of the draughtsmen to the Licens^ hut the
Licensor shall not he responsible for the erection or
arrangement of the entire plant, nor for the arrangement
of the Crueher with referenoe to the plant, which matters,
it is contemplated, Bhall he under the direction and con¬
trol of a competent engineer or construotion-draftsman to
he employed by the Licensee. The Lioensor will give to
the Licensee, in so far as he reasonably can, the benefit
of his advice and experience in connection with the said
Crusher installation, and will assist the said draftsman
or engineer, aa far as possible, regarding the installation
of the said Crusher, by correspondence, or personally at
the plant of the Edison Portland Cement Co., at Hew Til¬
lage, Hew Jersey, or at the Edison Laboratory, Orange, Hew
Jersey, as the Licensor may elect.

PEPTH: The erection and starting up of the Crusher
Bhali be in accordance with the plans and instructions of
the Licensor and shall be under the control and super¬
intendence of a competent man to be furnished by the Lioen-

nor, who shall remain with the Crusher, after it has been
installed, long enough to satisfy himself that the machine
lfl operating successfully and satisfactorily. The licen¬
see shall pay for the services of said man at the rate of
Jive Dollars and fifty cents ($5.50) per day, including
the time during which he is engaged at the Licensee's
plant, traveling thereto and returning therefrom, and
shall also pay his hoard while engaged at the Licensee's
plant, and all legitimate traveling expenses from New
Village, U. J. , or an equivalent point and return. The
Licensor guarantees that each Bald Edison Crusher made
under this agreement, if made by manufacturers whose bids
are approved by him, and if properly installed and pro¬
perly operated, will operate successfully and will do the
work for which it may he designed in a proper manner.

SIXTH: If the exclusive license granted hy this agreu
ment is retained by the Licensee, the Licensee shall in¬
stall such additional Edison Crushing Rolls as may be
necessary for the crushing of stone, ae hereinafter pro¬
vided, all of said Crushers to be constructed, inspected,
installed and operated in the same manner us the first
or test Crusher here inhef ore provided for, although the
size of the same may be different therefrom. The Licensee
shall use every reasonable effort to further the interests
of the Licensor within the said territory and if, at any
time, the Licensor bolioves that the business within or
controlled by the said territory is not being properly
developed by the Licensee, and that the patented or non-
putented apparatus of the Licensor is not being introduced

therein to an extent not exceeding fifty per centum (50$)
of the consumption of crushed stone in greater Hew York,
Hoboken, Jersey City and Hewark, the question of instal¬
lation of additions,! Edison Giant Roll Crushers therein
shall he submitted to arbitrators, each of the parties
hereto selecting one arbitrator, and the two so appointed
selecting a third, and in the determination whether or
not additional Edison Crushing Rolls shall be installed,
the said arbitrators shall take into consideration gen¬
eral pbysioal and eoonomic conditions, and the decision
of any two of said arbitrators shall be accepted as final
and binding by the parties hereto. If the Licensee shall
not -with due diligence comply with the decision of said
arbitrators, requiring the further installation and equip¬
ment of additional Edison Crushing Rolls within the said
territory, or if the Licensee shall refuse to appoint an
arbitrator or to submit the matter to arbitration as
above provided, the exclusive license hereby granted shall
terminate, but the Licensee shall be entitled to a non¬
exclusive license, as to the plant or plants then in
operation, or under construction, and the Licensor shall
be free to grant licenses under the said patents and
applications to any person, firm or corporation within
the said territory.

SEVENTH! The Licensee shall pay license fees
(or royalty) to the Licensor, his heirs and assigns, on
all stone passed through any Edison Slant Roll Crusher,
installed in accordance with the terms of this agreement,
as follows! During the Test Period of operation (which is
six (6) months from time of first starting the first Edison
Giant Roll Crusher) the sum of seven-eighths (**0 of a cent

per net ton of Two Thousand (2,000) pounds on all stone
which is weighed and one cent (ljd') per cubic yard on all
stone sold by the cubic yard and measured after being
crushed. At the end of the Test Period above defined,
and during the subsequent life of this agreement, the li¬
censee agrees to pay to the Licensor on all stone passed
through any Edison Giant Boll Crusher which may be instal¬
led in accordance with the terms of this agreement, a roy¬
alty of one and two-thirds cents (1-2/3^) per net ton of
Two Thousand (2,000) pounds on all stone which is weighed
and two cents (2 fi) per cubio yard on all stone sold by the
cubio yard and measured after being crushed. (These figures
are based on the Licensor's standard royalty rate of two
cents (2 (!) per cubic yard of crushed stone, stipulated as
weighing 2,400 lbs.). The above royalties apply to all
material crushed or passed through the rolls and which may
be crushed or broken stone, inoluding the screenings and
waste, when either or both of same are sold for fifteen
cents (l?^) per net ton or over, f.o.b. quarry, or when
used by the Licensee for use in making sand-lime bricks,
artificial stone, blocks, etc., but no royalty is to be
paid on such screenings and waste if sold for less than
fifteen cents (13/^) per net ton, or if not used in the
manufacture of bricks or artificial stone, blocks, etc.,
by the Licensee.

EIGHTH: If there is any delay caused by the Licensor
or any unexpected or unusual delay in any of the shops
during the work of constructing the machine, due to
strikes, fires, accidents, or other causes beyond the
reasonable control of any or all the manufacturers, then
the time limit above provided for will be extended pro¬
portionately by the Licensor.

NIHTH: It is further provided that if at any time
after the eapiration of the Test Period above specified,
the Licensee shall conolude that the further use of Baid
patented or unpatented machinery is inexpedient and that
it deBireB to discontinue such use, then the Licensee ahall
notify the Licensor in writing of this fact. The license
granted by this agreement shall thereupon immediately ter¬
minate and the Licensee shall not make use of the said
patented or unpatented machinery thereafter for the pur¬
pose of crushing stone for any use whatsoever, and the
payment of royalties by the Licensee shall be discontin¬
ued. When the said license is terminated either by reason
of the disc ont inuance by the Licensee of the use of the
said patented or unpatented machinery, or because of the
cancellation of the license hereby granted by the Licensor,
in accordance with any of the provisions of the agreement
authorizing. such cancellation, the Licensee shall have the
right to dispose of the machinery in its possession at the
time of such termination of said license to any other li¬
censee of the Licensor on the best terms which can be pro¬
cured and if sold to such other licensee the machinery
Bhall be uBed for crushing stone in the territory of suoh
licensee and not elsewhere, in accordance with the terms
and provisions of any license contracts between the Li¬
censor and such other licensee. The Licensor shall be
informed by the Licensee when any such sale is being ne¬
gotiated, and the Licensor agrees to assist the Licensee,
free of cost, in making such sale, provided the machinery
is suitable for the work to be done in the territory of
such other licensee. If the machinery is not disposed of
in this manner, then the Licensee shall have the right to
dispose of the machinery in its possession at the time of
suoh termination of its license, as scrap, and for no othez

ubo 01* purpose, and will Make a written guarantee to the
Licensor to this effect before it sells the machinery; and
any suoh purchaaer or purchasers of the said machinery from
the Licennoe, as scrap, shall have no right or license to
make use or the said machinery for the crushing of stone
or of any other material. It is understood, however, that
before any of ouch Edison machinery ia sold to a third
party as scrap, that the Licensee will give the Licensor
opportunity by notifying him in writing, to buy the said
machinery at the current market price of scrap iron, pro¬
vided the Licensor wishes to buy tho same for himself or
others. Before making any such sale of the said machinery
either to another licensee of the Licensor, or to any third
party as scrap, the Licensee shall notify the Licensor in
writing of the purchaser's name and address.

JHSHTH: If at any tics after tho expiration of the
said Tost Period, the Licensee shall conclude that the
payment of the otuted royalty per ton has become unduly
large, it may elect to relinquish its right to on exclusive
liconao and pay tho Li a an nor a royalty of only one and one-
fourth (l-l/4f/) cents per net ton of 2,000 pounds or one
and 0110-half (l-l/ap') cento per cubic yard if stone is
moasured on all atone orushod in said machinery within said
territory; or it may elect to retain the exclusive license
and to refer the re-adjustment of tho royalty to arbitra¬
tion, tho parties hereto each selecting an arbitrator, and
these two arbitrators selecting a third; tho decision of
any two of said arbitrators shall be accoptod by the par¬
ties hereto as final, but in no case shall the right of
election to submit the matter to arbitration be exercised,
unless as a result of improved apparatus or processes
invented or used by competitors of the Lioensee, the
market prioe of crushed etono is so reduced as to make

the payment of the stated royalty named under thin con¬
tract, commercially impracticable.

aEffgZami; The Licensor hereby covenants and agrees
with the IiicenBOG not to grant to any portion, firm or cor¬
poration, no long as the exclusive license herein granted
tor onid territory ahull he retained by the Licensee, any
license or territorial right, under said patents, within
any part of the territory aforesaid, in connect ion with tho
cru uhing of stone a a aforesaid, but tho Licensor reaorvoo
the right to grant in said territory licenses or territor- •
ial assignments under said patents for tha oruohing of
iron ore, or any other ore; and the Licensor also reaorvoo
the right to grant in said territory licenses or territor¬
ial assignments under said patents, for tho crushing of
limestone for direot uae in the manufacture of cement.

TWELFTH: The Licensee ahull not move, nor permit
the removal of any Edison Giant Roll Crusher, or of any
Edison secondary Crushers out of the said territory, or
erect any plant containing any such Crusher outside of the
said territory, nor ahull the Licensee make uao of any of
tho crushing plants heroin above provided to be installed
within the said territory for crura) Ling x’oek from outside of
said territory without first having received the written
concent of tbs Licensor thereto.

TlgHTSSHTH: The Licenses Bhall keep separate books

showing tha amount of stone crushed by any crushing plant
heroin provided for, and such books uhail be open to and
accessible to tho Licensor or his duly authorised rep¬
resentatives at all reasonable times. In the case of a
quarry or quarries, whose whole product will be shipppd
over one or more railroads, or other transportation sys¬
tems, the Licensor may elect and require that the royal-

tios herein payable ohall be based on tho shipping re¬
ceipts of tho railroads or other transportation systems,
by which tho produot of tho plant or plants licensed in
thiB agreement may be handled, and for the purpose of this
agreement, in tho case of nuoh election, tho total amount
of the crushed stone shipped from such licensed plant, or
plants, (minus only screenings sold for loos than fifteen
cents per ton or not used for the manufacture of sand-lime,
brick, artificial stono, blocks, etc.) will bo considered
as tho output thereof, whoreon said royalties shall be
payable. Tho Licensee shall, for eaoh month, ( whether
plant is running or not), furnish tho Lioonsor, in dupli¬
cate, a tonnage report of each plant, separately and in
suoh standard ono-pago form aB tho Licensor may require
for his records, which report shall bo mailed not later
than tho seventh (7th) of the succeeding month, and the
tonnage shall bo givon for eaoh day of the month, and
under heading of size, so as to show tho amount of each
size of stono crushed per diem.

The royalties above provided for shall be pay¬
able monthly and the Licensee shall remit to tho Licensor
tho amount of the royaltion for each calendar month on or
before tho twenty-sooond (22nd) day of the succeeding
month.

POTJRTKBNTH: Tho Lioonsor agrees, at his own
oxponse, when requested in writing by tho Licensee so to
do, and provided the exclusive rights herein granted shall
be retained by tho Licensee as herein provided, to prose-
oute ouch infringements as the Licensee may designate
within any part of tho said territory, of any of the said

I patents that may ho employed hy the Lioensec, bo ae to
thereby protect the Licensee and preoervo tho exclusive
rights hereby granted, and tho Licensor also agrees, at
his own expense, to defend any suits which moy ho brought
against the Licensee for the infrlngoment of any patents
by tho ub© of the apparatus hereby licensed, and to in¬
demnify and save hannloss the Licensee against all costs
and damages which may be rocovorod against the Lioensoo in
any such suit or suits, in tho event of any such suit or
suits within tho said territory, the Licensee agrees to
assist tho Licensor in all reasonable and propor ways,
which may bo open to tho Liconoao.

P1PTEKKTH: The license hereby granted and tho
royalties payable by tho toms of this agreement shall con¬
tinue as long as any of said patents, used in connection
with said apparatus by the Licensee, remain in force, un¬
less the license heroin granted for the territory shall
bo previously surrendered by the Lioonseo, or cancollod
by the Licensor, in accordance with tho provisions hereof.
If sold patents are declared invalid by tho final docreo
of a court of competent jurisdiction, then the royalties
provided for heroin shall oeaso and determine.

SIXTEENTH: The Licensor agrees to give tho
Licensee, so long as this contract may remain in foroe,
and subject to all the toms and conditions hereof, tho
benefits of all the improvements that he may make, whether
the same are patented or not, relating to tho apparatus
for crushing stone or designed for use in direct connection
therewith, whon euoh Btono is used for the purposes oovdr-
ed by the lioonoo hereby granted.

14-

SKVEMTEEHTH: Tho Li con boo shall be permitted
in advert! Bing and other printed raattor to refer to the
fact that the apparatus used is manufactured under the
Thomas A. Ed loon patents, hut no other representation phall
he made hy which the impression may he croatod that the
Llcenoor is connected with the Licenaoe in any other ca¬
pacity than aa Licensor.

QHTBEHTTt: The Lioenoeo hereby expressly recog¬
nises and acknowledges the validity of the Letters Patent
under which this license le granted, and each of them;
and of any patonta which may hereafter ho granted upon any
of the applications and inventions under which thlB license
is granted, admito the title of the Licensor in and to the
said inventions, patents and apj)lications, admits that the
Lioensor haB tho right and power to grant the rights and
licenses heroin granted, and agrees, during tho oxiDtenoe
of this contract, not to contost or attack tho validity
of any of tho said patents, either directly or indireotly,
and further, the Licensee agrees not to make or to he
interested in any similar or like machine or apparatus,
either directly or indireotly. Tho Licensee agrees not to
install a Crusher manufactured under the Thomas A. Edison
patents, except as said Crusher or crushers, is or are
manufactured under all tho terns and conditions proscribed
hy this agreement.

NITOSTKKWTH; The lioenBO hereby granted is
personal to the Licensee and its successors in business,
it confers no right to assign thiB license without the
written consont of the Licensor and it applies only to
orushing plantB looatod within tho said licensed terri¬
tory and which may he owned and operated hy tho Licensee.

I Provided, however, that if any one or more li¬

censed crushing plants hereafter constructed hy the Licen¬
see shall, at any time voluntarily, or hy operation of law,
he sold or transferred to a single person, firm or corpor¬
ation, the said purchaser or transferee shall he entitled
to operate the said plant or plants under the same terms
and conditions hereof, and subject to the payment of
royalties as herein provided, hut no such person, firm or
corporation, to whom the said plant or plants shall have
been sold or transferred, shall, hy reason of such pur¬
chase or transfer, he entitled to construct, erect or
operate additional plants embodying the said patented and
unpatented apparatus, without the written consent thereto
of the Licensor.

TTOITIETH: This agreement shall cease and determine
and may he canceled hy the Licensor, in case of the failure
of the Licensee to pay its royalties herein provided, or
upon any breach of any of its conditions, covenants, or
stipulations, hy the Licensee.

But this agreement shall not he canceled for
failure to pay tho royalties, as above provided, or for
breach of any of its conditions, covenants or stipulations,
until the Licensor shall first notify tho Licensee in wri¬
ting, of the default or breach, specifying the same, and
thereupon the Licensee 3hall have the opportunity, within
sixty (60) days thereafter, of paying the amount of royalty
so in default, or of correcting auoh breach, ^and if said
J payment is made or said breach is corrected within the said
' \ \j period of sixty. (60) days, this agreement shall continue
in full force .and effeet until terminated for any reason
or surrendered by the Licensee; but, in case of a second
similar default or similar breach, but thirty (30) days

16 (\)VH

notice shall he given, in which to make the defaulted pay¬
ment or to correct the breach; and no notice shall he given
or time for payment allowed in the. oase of any subsequent
default of payment or breach of the conditions, covenants
or stipulations of this agreement. In__the event of the
cancellation, surrender or other termination of this agree¬
ment, neither of said parties to this agreement shall, in
any way, v/aive any right, either at law or in equity, to
sue for and recover damages for the breach or violation of
the said agreement, or for any other appropriate relief,

TTOHTY-ffIBSI ; The rights, privileges and obliga¬
tions of the respective parties: in .and. to this license
agreement;) except ae herein‘|bdye otherwise provided, shall
inure to and be assumed by the executors, administrators,
and assigns of the licensor;, and the successors in busi¬
ness of the Licensee. if;

Ill WITBESS WHEHEO|, the parties horeto have
iis agreement ‘in: duplicate the day and year •

executed this agreement
first above written.

tcrrS. yji<K

' dbtC/tZiais* CtL*-(y si

fjt • y s> CC/ck&Cl\

THOMAS A. EDISON (FKisnal)

MEMORANDUM OF AGREEMENT , made and entered into
this 16th day of August, 1909, by and between THOMAS
A. EDI sew, of Llewellyn Park, West Orange, in the County
of Essex and State of Hew Jersey, hereinafter called the
Licensor, party of the first part, and THE KELLEY ISLAND
LIME AND TRANSPORT C CMP ANY, a corporation of the state of
Ohio, hereinafter referred to as the Licensee, party of
the second part:

WHEREAS, the Licensor las obtained Letters
Patent of the United States, and has filed application
for Letters Patent of the United States, as follows:

LETTERS PATENT.

Crushing Rolls, No. 557,187, Sept. 8, 1896;

Method Of Breaking Rock, No. 672,616, April 23, 1901;
Apparatus for Breaking Rock, No. 672,617, April 23, 1901;
Grinding or Crushing Rolls, No. 674,057, May 14, 1901;
Apparatus for screening Pulverized Material, Ho. 675,057,
May 28, 1901.

APPLICATIONS FOR LETTERS PATENT.

\ Giant Rolls, filed January 13, 1903, Serial No. 138,813;
Crushing Rolls, filed Sept. 7, 1906, Serial Ho. 333,607.

AMD, WHEREAS, the Licensee Is desirous of ob¬
taining a license under said patents and' applications
according to the conditions hereinafter named, within
the following named territory, and is desirous of instal¬
ling and operating at pr near stone quarries within such
territory, a number of complete Edison Riant Roll crush¬
ers, and is desirous of having the said apparatus con¬
structed under the control and general superintendence
of the Lioensor:, the description of the said territory
being the following, to witj - - - - - -

(1) All of the State of Ohio, with the exception

of the following named counties: Trumbull, Mahoning, \
Column ana, Carroll, Jefferson, Belmont, Harrison and Monroe,

(2) All the islands in Lake Erie within the boun¬

daries of th.9 United States of Americf

and within a radius

of seventy-five (75) miles from the City Hall in the City
of Detroit, Michigan, and south of a prolongation of the
line which forms.^the northern boundaries of the counties
of Williams, Pulton and Lucas in the State of Ohio.

(3) All that territory in the State of Pennsylvania
within the following named counties: Erie, crawford, j
Warren, Forest, Elk, McKean, Cameron, Potter and Tioga.

(4) All~ that territory iiTthe State^of-lfewTror^
included in the following named counties: Chautauqua,
Erie, lilagara, Orleans, Genesee, Monroe, Wyoming, Living¬
ston, Cattaraugus, Alleghany, Steuben, Ontario, Yates,
Wayne, Schuyler and Seneca.

WHEREAS,' the Licensor is willing to grant such
license under said Letters Patent and applications, for
the said territory, suhjeot to the conditions and for
the purpose hereinafter named, and is willing to under¬
take the control and superintendence of the construction
of the said Edison Giant Roll Crushers.

HOW, THEREFORE, in consideration of the premises
and of the mutual covenants and agreements hereinafter'
set forth, THE PARTIES HERETO AGREE AS FOLLOWS;

FIRST; The Licensor hereby grants to the Licensee,
subject to the conditions hereinafter named, an exclusive
license under the said Letters Patent and any Letters
Patent which may hereafter be granted on said applications
within and throughout the Baid total territory above
described, for the purpose of brushing for all uses
(except for direct use in the manufacture of cement) lime¬
stone, gneiss or other rock, which may be found within the
said territory, but not including iron or other ores.

SECOHDs The Licensee hereby agrees to install with¬
in the above specified territory within one year from the
signing of this contraot at each of the following points:
Marblehead, Ohio; White Rook, Ohio; and Akron, Hew York,
one complete Edison Giant Roll Crusher, and secondary
rolls and screens, and all such other equipment as the
Licensor and Licensee shall mutually determine to be
neoessary for operating satisfactorily a complete plant
f or crushing Btone. It is the expectation of the parties'
hereto that said installations shall be complete and
ready for operation within one year from the date of this

COPY

agreement, but if, for any reason which is unavoidable
and- beyond the control of either of the parties hereto,
it0 completion should be delayed beyond the said one year
period, the said installation shall be completed and the
machinery put into operation as soon as practicable there¬
after. The Licensee further agrees to place orders for
the maohinery in accordance with the stipulations of this
contract as soon aB the plans are definitely decided upon,
and all said machinery is to be delivered within one
ye»r from date of this contract.

The first six (6) months after the Edison Giant
Crushers at white Rook, Ohio and Akron, Hew York, are
first started up, shall be considered a Test Period for
each of said Crushers. At the end of this period, unless
the licensor shall extend this limit upon good cause
shown, the licensee may notify the licensor in writing,
if it so concludes, that in its estimation the Edison
(jigint Roll Crushers so installed at White Rock, Ohio and
on . New Yorklare not a practical success. Upon
thds notification having been given, the exclusive license
hereby granted shall terminate, and other licenses under
sai-d letters Patent and applications therefor may thereupon
he granted by the licensor to any other perBon, firm or
corporation, within the above specified territory and
tb« licensee shall have a non-exclusive right and license
in said territory. If, within a period of six (6) months
from the first starting of the aaid Crushers at White
Rock, Ohio or Akron, New York, or within such extension

(4)

0 P Y

or extensions of said time as may be granted by the Li¬
censor, said Licensee does not notify the Licensor in
writing that the said Crushers are not a practical and
commercial success, or if within the said times the Licen¬
see shall notify the Licensor in writing that the said
Crushers are operating successfully and satisfactorily,
then thiB agreement shall become operative for the terri¬

tory above defined, as an exclusive license, subject to
the terms and conditions hereof ,yIThere~shall be no torT
'period such as above set forth, in the case of the
Marblehead, Ohio Crusher, or in the case of subseqi
crushers to be installed by the Licensee.

THIRD: The construction and installation of the

said Edison Giant Roll Crushers, and any additional Crusher
or Crushers thereafter that may be required by the Licen¬
see shall be carried out in the following manner: The
Licensor shall have control and superintendence of the
design of the machinery and of its manufacture and inspec¬
tion; he wiii obtain bids from'reliable concerns for its
manufacture and will recommend to the Licensee the accept¬
ance of Buch bids as he considers most favorable, jhe
orders for machinery shall be placed for the account of,
and subject to the confirmation of the Licensee, and the
Licensee shall pay all invoices for parts received from
or manufactured in accordance with the regular terms of
the Manufacturer, dr'ln accordance with any special terms
which may be agreed upon before placing the order, it' is
agreed that if it becomes necessary for the Licensor to
have any woric done at his own plant in connection with the

(5)

C_ 0 P Y

manufacture of any of said Crushers or to furnish any part
or parts thereof, than the said Licensor shall have such
work dona and shall furnish such parts and for any part
or parts so furnished and work done at the plant of the
Licensor, the latter will charge the Licensee only the
aotual cost of the same, it being understood that all of
the said machinery is to be furnished at cost to the Licen¬
see without addition of any manufacturing or soiling pro¬
fits by the Licensor. After orders have been placed, as
above provided, the Licensor shall have entire charge of
the manufacture of said machinery and will, free of expense
to the Licensee, inspect the different work, as it pro¬
gresses, at such time or times as the Licensor thinks
necessary. The licensor will furnish and loan to the
manufacturers of the Edison Giant Roll Crushers or parts
thereof, all necessary detail drawings and all patterns
except when these wary from the Licensor's standards, free
of any charge to the Licensee except the necessary cost
of transportation to and from the shops of suoh manufac¬
turers. Bvery said Edison Giant Roll Crusher and second¬
ary Crushing Rolls to be manufactured under thiB agreement
shall be of the best material and workmanship and of the
latest and most improved design of the Licensor and the
machine shall be complete in all its parts and constructed
to suit the work In its particular territory, so far as
suoh work can be foreseen. The else of the said crusherB
is to he determined by the Licensor and to be approved
by the Licensee as meeting the different requirements.

(6)

FOURTHS As soon as tho sites for the said
Crushers have been selected by the Lioensee and the Licen¬
sor has bean notified of the location of the said Bites,
the Licensor , at his own expense, shall cause on e or more
of his competent engineers to visit the said sites for
the said Crushers in order to decide as to the best method
of installing the said machinery. Upon said visit the
representatives of the Licensor and of the Lioensee shall
determine as far as possible the plans to be followed
so that the said machinery may be Installed to the best
advantage. The Licensor, as soon as possible thereafter,
and at his own expense, will make the drawings for the
foundation and installation of the Crushers. The Licen¬
sor will also, if desired, in so far as he can, make draw¬
ings showing in a general way the arrangement of the crush¬
ers in the plant, with reference to the remaining portion
thereof , charging only the wages of the draughtsmen to the
Licensee, but the Licensor shall not be responsible for
the erection or arrangement of the entire plait, nor for
the arrangement of the Crushers with referent e to the
plant, which matters. It is contemplated, shall be under
the direction and control of a competent engineer or con¬
struction-draughtsman to be employed by the Licensee. The
Licensor will give to the Licensee, in so far as he rea¬
sonably can, the benefit of his advice and experience in
connection with the said Crusher installation and will
assist the said draughtsman or engineer, as far as possi¬
ble, regarding the Installation thereof, by correspondence,
or personally at the plant of the Edison Portland Cement
Company, at Hew Village, Hew Jersey, or at the Edison Lab¬
oratory, Orange, Hew Jersey, as the Licensor may eleot.

<7)

COPY

FIFTH: The erection and starting up of the

Crushers shall he In acoordanoe with the plans and in¬
structions of the Licensor and shall he under the control
and superintendence of a competent man to he furnished hy
the Licensor, who shall remain with the Crushers after they
haws been installed, long enough to satisfy himself that
the machines are operating successfully and satisfactorily.
The Licensee shall pay for the services of said man at the
rate of Five hollars and Fifty Cents ($5.50) per day,
including the time during which he is engaged at the Li¬
censee's plant, traveling thereto and returning therefrom,
and shall also pay his hoard while engaged at the Llcen-
eee's plant, and all legitimate traveling expenees from
Hew Village, Hew Jersey, or an equivalent point and return.
The Licensor guarantees that eaoh said Edison Cruaher made
under this agreement, if made hy manufaoturere whose hide
are approved ty him, and if properly installed and properly
operated, will operate successfully and will do the work
for which it may he designed, in a proper manner.

SIXTH: If the exclusive license granted hy this

agreement is retained ly the Licensee, the Licensee shall
Install such additional Edison Crushing Rolls as may he
aeoessary to adequately Bupply the market for crushed stone
within or controlled hy the said total territory, all said
Cruehors to he constructed, inspected and installed and
operated in the same manner as the crushers hereinabove
provided for, although the else of the same may be differ¬
ent therefromi The Licensee shall use every reasonable
effort to further the Interests of the Licensor within
said territory, and if at any time the Licensor believes

(8)

COPY

that the business within or controlled V the said terri-
t#ry. 18 not b0ine properly developed by the Licensee,
and that the patented or non-patented apparatus of the
Licensor ie not being introduced therein to an adequate
extent, the question of installation of additional Edison
Crushers therein shall be submitted to arbitrators, the
Licensor appointing one arbitrator, the Licensee another,
and the two so appointed selecting a third, and the deci¬
sion of any two of said arbitrators shall be accepted as
final and binding by the parties hereto. If the Licensee
ahall not with due diligence cosily with the decision of
■aid arbitrators, requiring the further installation and
equipment of additional crushers within the said terri¬
tory, or if the Licensee shall refuse to appoint an arbi¬
trator or to submit the matter to arbitration, as above
provided, the exclusive license hereby granted shall ter¬
minate, and the Lioensee shall be entitled only to a non¬
exclusive license, as to the plant or plants then in
operation, or under construction.

SEVENTH! The Licensee shall pay license fees, or
royalty, to the Licensor, his heirs and assigns, on all
stone passed through any Edison Giant Holl crusher instal¬
led under the terms of this agreement, as follows: During
the test period of operation of the first crusher to be
installed at Ehite Rock, Ohio, and of the first crusher to be
installed at Akron, New York, (which is six (6) months
from time of first starting the Edison Giant Holl Crushers
at these respective locations) the sum of one <l) cent per
gross ton of Two thousand two hundred and forty (2,240)
pounds on all stone passed through said apparatus. There-

(9)

after and during the subsequent life of this agreement,
the Licensee agrees to pay the Licensor on all stone passed
through any Edison Giant Ron crusher installed under the
terms of this agreement, /except the crushers to be install,
at Kolley Island in Lake Brie and at Marblehead in
Ohio, which are hereinafter specially provided for, a roy¬
al ty of one and eighty-five one hundredths (1-es/lOO) cents
per gross ton of Two Thousand two hundred and forty (2,240)
pounds. (These figures are based on the Licensor's stan¬
dard royalty rate of two (2) cents per cubic yard of
orushed stone, stipulated as weighing 2,400 pounds) ./Pro-
Wldod however, that in consideration of the unusual condi¬
tions of quarrying and crushing stone at Marblehead, Ohio,
and Kelley Island, Ohio, the Licensor agrees that if the
saving expected by the use of Edison Giant Roll crushers
is not in excess of five (5) cents per ton over the Lloen-
see's present cost for quarrying and crushing, then the
royalty payable at the two above named plants nvm-p be one
cent (1) per gross ton. If the saving is over six (6)
cents per gross ton the royalty shall bo one and seventeen
one-hundredths (1-17/lQO) cents per gross ton, and to
continue in the same ratio up to a saving of ten (10) cents
per gross ton when the full royalty of one and eighty-five
one hundredths (1-88/100) oents per gross ton shall b«_
Paid, ) The above royalties apply to all material orushed
or passed through the rolls and which may be crushed or
broken stone, including the screenings and waste, when
sold for fifteen (15) cents per gross ton or over, f .o.b.
quarry, or when used by the Licensee for use in making
sand-lime bricks, artificial stone, blooks and similar

(10)

products, tut no royalty is to to paid on suoh screenings
and waste if sold for less than fifteen (15) cento per
gross ton, or if not used in the manufacture of bricks or
artificial stone, bloeks, or other similar products to
the Licensee.

BIOHTHj If there is any delay caused ty the licen¬
sor or any enuxpeoted or unusual delay in any of the
shops during the work of constructing the said Crusher or
crushers due to strikes, fires, accidents or other causes
teyond the reasonable control of any or all the manufactu¬
rers, then the time limit above provided for will be ex¬
tended proportionately by the Licensor. The Licensor fur¬
ther agrees that on the request of the Licensee ho will
extend the time for the complete installation of the Akron.

Hew York, plant to such time ub may be requested by the
licensee, not weeding nineteen (19) month, from the date
of this agreement.

H1HTH: It is further provided that if at any time

after the expiration of the test period above specified,
the Licensee shall conclude that the further use of said
patented or unpatented machinery is inexpedient and «at
it desires to discontinue such use, then the Licensee Shall
notify the liceneor in writing of this fact. The license
grm ted by this agreement shal thereupon terminate and
the Licensee shall not make use of the said patented or
unpatented machinery thereafter for the purpose of crushing
stone for any use whatsoever, and the payment of royalties
by the Licensee shall be discontinued. Ihen the said
license is terminated dither by reason of the discontinu¬
ance by the Licences of the us. of the said patented or
unsatented machinery, or because of the cancellation of the

(11)

license hereby granted by the Licensor, in accordance with
any of the provisions of this agreement authorizing Buoh
cancellation, the Lioensee shall have the right to dispose
of the maohinery in its possession at the time of suoh ter¬
mination of said license to any other licensee of the
Licensor on the best terms which can be procured, and if
sold to suoh other licensee, the said maohinery shall be
used for crushing stone in the territory of suoh other
lioensee and not elsewhere in aocordanoe with the terns
and provisions of any license contracts between the
Licensor and suoh other licensee. The Licensor shall be
informed by the Llcenoee when any suoh sale is being
negotiated, and shall assist the Licensee, free of cost,
in making suoh sale, provided the maohinery is suitable for
the work to be done in the territory of suoh other licensee.

If the maohinery is not disposed of in this manner, then
the Lioensee shall have the right to dispose of the machinery
in its possession at the time of suoh termination of its
license, as scrap, and for no other use or purpose, and
will make a written guarantee to the Licensor to this
effect before it sells the machinery; and any suoh purchaser
or purchasers of the said machinery from the Lioensee, as
scrap, shall have no right or license to make use of the
said machinery for the orushlng of stone or of any other ma¬
terial. It is understood, however, that before any of
suoh Bdison maohinery is sold to a third party as scrap, the
Licensee will glue the Licensor opportuinty by notifying hlitt
in writing, to buy the said maohinery at the current market
price of scrap iron, provided the Licensor wishes to buy the
same for himself or others. Before making any such sale of the
said maohinery either to another lioensee of the Lioensor or

(is)

ft'

-h:

to any third, party, aa bo rap, the Licensee Shall notify tbo
Licensor in writing of tha purohaaar'a nana and address.

THKTH: If at any time after tha expiration of the

said test period, the Licensee ehall oonolude that the
payment of the stated royalty per ton has Deo one unduly
large, It may eleot to relinquish its right to an exolu-
siTS license and pay the Licensor a royalty of only one
and four-tenths (l-4/lO) cents per gross ton of two thou¬
sand two hundred and forty (2,240) pounds on all stone
crushed in said machinery within said territory, except
in the oases of the said Marblehead and Kelley Island
plants, in which oases no such reduction shall be made;
or it may eleot to retain the exclusive license and to
refer the readjustment of the royalty to be paid on stone
crushed in any or all of the plants to be installed under
this agreement to arbitration, the parties hereto eaoh
J selecting an arbitrator, and these two arbitrators select-
in g a third; the decision of any two of said arbitrators
,h„n be aooepted by the parties hereto as final, but in
: no case shall the right of election to submit the matter
to arbitration be exeroised, unless as a result of improved
apparatus or processes invented or UBed by competitors of
the Licensee, the market price of o rushed stone is so
reduced aeto make the payment of the said royalty named
under this contract conmercially impracticable.

ELEVENTH: The Licensor hereby covenants and agrees
with the Licensee not to grant to m y person, firm or cor¬
poration, so long as the exclusive liosnse herein granted
for said territory shall be retained by the Lioensee, any
license or territorial right, under said patents, within
any part of the territory aforesaid, in connection with
the orushing of stone as aforesaid, but the Licensor re-

(13)

serves the right to grant in said territory licenses or
territorial assignments under said patents for the crush¬
ing of iron ore, or any other ore; and the Lioensor also
reserves the right to grant in said territory licenses or
terrltorid. assignments under said patents, for the orush-
lng of limestone ’for direct use in the manufacture of
cement,

TTOEFTH: The licensee shall not move, nor permit
the removal of any Edison Slant Boll Crusher, or of any
Edison secondary orutiers out of the said territory, or
erect any plant containing any such crusher outside of
the said territory, nor shall the Licensee make use of
any of the orushlng plants hereinabove provided for to be
installed within said territory for crushing rook from
outside of said territory without first having received
the written consent of the Licensor thereto.

THIRTEENTH: The Licensee shall keep separate

books showing the amount of stone crushed by any crushing
plant herein provided for, and such books shall be open
and aooessible to the Lioensor or his duly authorized
representative at all reasonable times. In the case of
a quarry or quarries, whose whole product will be shipped
over one or more railroads, or other transportation sys¬
tems, the Licensor may elect and require that the roy¬
alties herein payable Shall be based on the shipping re¬
ceipts of the railroads or other transportation systems,
by which the product of the plant or plants liaeneed in
this agreement may be handled, and for the purpose of this
agreement, in the oase of such election, the total amount

1 14)

of the crashed atone shipped from such licensed plant, or
plants, (minus only screenings sold for less than fifteen
(15) cents per ton, or not used for the manufacture of Band-
lime briok, art^*£felal stone, blocks and the like) will be
considered as the output thereof, Whereon said royalties
shall be payable. The licensee shall, for each month,
(whether plant is running or not) , furnish the lioensor,
in duplioat®, a tonnage report for each plant , separately
and in such standard, onepage form as the lioensor may
require for his records, which reports shall be mailed not
later than the fifteenth (10th) of the succeeding month,
and the tonnage Bhall be given for eaoh day of the month,
and under the heading of alee of stone crushed per diem.

The royalties above provided for shall be
payable monthly and the Licensee shall remit to the Licensor
the amount of royalties for each calendar month on or be¬
fore the twenty-ssoond (22nd) day of the succeeding month.

JOTOTBBJTH: The Licensor agrees, at his own

expense, When requested in writing by the Lloensee so to
do, and provided the exclusive rightB herein granted shall
be retained by the Licensee aa herein provided, to prose¬
cute suoh infringements ae the Lioensae may designate with¬
in any part of the said territory, of any of the said pat¬
ents that may bs employed by the Lioeneee, ao aa to thereby
protect the Licensee and preserve the exclusive rights
hereby granted, and the Licensor also agrees, at his own
expense, to defend any suite which may be brought against
the Licenses for the infringement of any patents by the
use of the apparatus hereby lleensed, and to indemnify and

(15)

save harmlesa the Licensee against all costs and damages
which may be recovered against the Lioensee in any such
suit or suits. In the event of any suoh suit or shits
within the said territory, the Licensee agrees to assist
the Licensor in all reasonable and proper ways, which may
lr be open to the Licensee.

-i The Licensor further agrees for and in oonsid-

oration of the Licensee being the first and original Li-
| oensee within the above described territory, that provided
the suit Which the Licensor now has pending in the united
States Cirouit Court for the Western District of Hew York,
against Allio-Chalmera Company, aspire Limestone Company
\ and the Oaeparis stone company Shall be finally decided in
3 favor of the Licensor, and if the Licensor shall then de-
2

oide to grant a lioense for the operation of the Crushing
j Rolls located at Pekin, Hew York, to whioh the said suit
* relates, the Lioeneor shaU pay to the Lioensee twenty-
<3 five per oent (26#) of all royalties reoeived by him upon
| stone crushed by the said Crushing Rolls at Pekin, how York,
and the Licensee agrees that if the said suit shall he so
terminated in favor of the Lioeneor the Licensor shall
. f have the right to grant a lioense for the operation of the

said Crushing Rolls at Pekin, Hew York, but the said
lioense shall provide for the payment of a royalty of not
less than three (3) cents per oubio yard of 2400 lbs. on
all stone o rushed by the said rolls and Bhall be limited
etriotly to the present location of the Baid crushing Rolls
at Pekin, Hew York.

(Id)

JUTBKHTH: The license hereby granted and the

royalties payable by the terns of this agreement shall con¬
tinue as long as any of said patents, used in connection
with said apparatus by the Licensee, remain in foroe, un¬
less the license hereby granted for the territory shall be
previously surrendered by tbs Licensee, or canceled by the
Licensor, in accordance with the provisions hereof. If
said patents ar± declared invalid by the final decree of
a court of last resort and of competent jurisdiction, then
the royalties provided for herein shall cease and deter¬
mine.

Simoomi! The Lloensor agrees to give free of
charge to the Llcenaee, so long as this oontraot may remain in
force, and aubjeot to all the terms and conditions hereof, the
benefits of all the improvements that he may make, Whether
the same are patented or not, relating to tho apparatus
for orushlng stone or designed for use in direct connection
therewith, when such apparatus is used for the purposes
covered by the license hereby granted.

8KVKSTBK3TH: The Licensee shall be permitted in

advertising and other printed matter to refer to the foot
that the apparatus used is manufactured under the Tbomas
A. Bdison patents, but no other representation shall be
made by which the impression may be created that the Lloen¬
sor is connected with the Licensee in any other capacity
than as Lioensor.

BIGHT KHHTHt The Licensee, for itself, ltB suc¬

cessors and assigns, hereby expressly recognises and ac¬
knowledges the validity of the Letters Patent under whioh

(17)

this license is grant ad , and each of them; and of any
patents whloh may hereafter he granted upon any of the
applications and Inventions under which this license is
granted; admits the title of the Lloensor in and to the
said inventions, patents and applications; admits that the
lloensor has the right and power to grant the rights and
licenses herein granted; agrees during the existence of
this oontraot, not to contest or attaok the validity of
any of the said patents, either directly or indlreotly;
agrees not to make or to he interested in any similar or
like machine or apparatus, either directly or indlreotly,
and agrees not to install a crusher manufactured under
the Thomas a. Bdlson patents, except as said crusher or
crushers, is or are manufactured under all the terms and
conditions prescribed hy this agreement.

H1HKTKSNTH: The license herein grai ted is perso¬

nal to the Licensee and its aucoassors in business; it
confers no rights to grant suh-lloensss without the written
consent of the Licensor; and it applies only to crushing
Plants looatsd within said licensed territory and which
may he owned and operated by the Lloensee; Provided, how¬
ever, that if any one or more lloensed crushing plants
hsreafter constructed by the Licenses ahaii at any tims
voluntarily, or by operation of law, bo sold or transfer¬
red to a single person, firm or eojporatlon, the said pur¬
chaser or transferee shall bs entitled to the benefit of a
license to operate the same under the terms and conditions
hereof and subjeot to the payment of royalties as herein
provided, but no suoh person, firm or corporation Shall,

(18)

by reason of such purchase or transfer be entitled to
construot and operate additional plants embodying the said
patented and unpatented apparatus without the consent
thereto of the Licensor, .

TWUllwH: This agreement shall cease and determine

and may be oanoeled by the Lieensor, in case of the failure
of the Licensee to pay the royalties herein provided, or
a breach of any of its conditions, covenants or stipula¬
tions by the Lloetteee or its successors.

But this agreement shall not be oanoeled for failure
to pay the royalties, as above provided, or for breach of
any of its conditions, covenants or stipulations, until
the Licensor shall first notify the Licensee, in writing,
of the default or breach, specifying the same, and there¬
upon the Lloensee shall have the opportunity, within sixty
(60) days thereafter, of paying the amount of royalty so
in default, or of correcting ouch breach, and if said pay¬
ment is made or eaid breach is corrected within the eald
period of sixty (60) daya, this agreement shall continue
in full force and effect until terminated for any reason
or surrendered by the Licensee; but in ease of a seoond
similar default or similar breach, but thirty (30) daya
notice shall be given, in which to make the defaulted pay¬
ment or to oorrset the breaoh; and no notice shall be given
or time for payment allowed in the case of any subsequent
default of payment or breaoh of the oondltlone, covenants
or stipulations of this agreement. In the event of the
cancellation or other termination of this agreement,
neither of the parties to this agreement Shall, in any
way » waive any right, either at lav or in equity, to quo
for and recover damages for the broach or violation of
(19)

the said agreement, or for any other appropriate relief, or
recovery.

TWENTY-FIRST: The rights, privileges and obligations
of the respective parties In and to this lloense agreemeit ,
exoept as hereinabove otherwise provided, shall inure to
and be assumed by the exevutors, administrators and aBelgns
of the Licensor and the Licensee and its successors In busi¬
ness.

TWBHTY-8BCGHD: PROVIDED, however, should the licensee
decide not to put In Edison Giant Crushing polls, at its plant
at Akron, Hew York, within nineteen months from date of
this contract, he shall so notify the licensor In writing,
on or before August 1st, 1910, and the license hereby
granted shall terminated on all that territory within the
States of Hew York and Pennsylvania, as above described.

TWENTY-THREE: In the event the party of the second
part shall acquire by purchase the plant at Pekin, Hew York,
then the royalty of 1.8S oente per gross ton will apply, and
shall be considered same as if party of second part in¬
stalled Rolls at Akron, Hew York.

IH WITHE 86 WHEREOF, the parties hereto have executed
this agreement in duplicate, the day and year first above
written.

witnesses to the Signature of

Thomas A. Edison. (signed) Thomas a. Edison

Harry F. Hiller - 8 - 4 - -*1 - —

Geo. a. Holster

THE KELLEY ISIAHD LIME AHD
TRAHSPOBT COMPANY,

Caleb B. GO wan, Prest.

Attest:

COPY

AGREE MEM T.

Between

THOMAS A. EDI SOM

- and -

SIBLEY QUARRY COMPANY.

Dated Sept. 14, 1909.

RLE ENVELOPE Ho.

CONTENTS No..... I _ ,

THOMAS A. EDISON (tasoiuQ

AGREEMENT made this 14th day of September
A. D. 1909, by and between THOMAS A. EDISON, of Llewellyn
Park, West Orange, in the county of Essex and State of
New Jersey, hereinafter referred to aa "said Edison",
party of the first part, and the Sibley Quarry Company,
u corporation of Michigan, hereinafter referred to ns
"said Sibley Company" , party of the second part,

WITNESSETH:

WHEREAS, by an agreement dated July 15, 1907,
the said Edison granted unto tha said Sibley Company a
liconse under tho following named patents and applica¬
tions :•

LETTERS PATENT

Crushing Rolls, Ho. 567,187, Sept. 8, 1890;

Method of Breaking Rook, Mo. 672,01(5, April 23, 1901;
Apparatus for Breaking Rock, No. (572,617, April 23, 15101;
Grinding or Crushing Rolls, Ho. 674,057, May 14, 1901;
Apparatus for Screening Pulverized Material, Ho. 675,057,
May 28, 1901.

APPLICATIONS FOR LETTERS PATENT
Giant Rolls, filed January 13, 1903, Serial Ho. 138 ,813;' ^
Screening Plates, filed August 1, 1903, Serial Ho. 187,929;
Crushing Rolls , filed .September 7, 1906, Serial No. 333,607.
and for the following named territory:-

(1)

jj Commencing at the City of Mackinaw, State of

|j Michigan, following the shore lino of Lake Huron to a
|j point thereon sevonty-f ive miloa from the City Hall in
ij the citJ ®f Detroit; thence following a circular line
ji from said point to the southern shore of Lake Erie in the
S#ate -of Ohio, thenoe following tho southern Bhore of
Lake Erie in a generally western direction to a point due
I south of u point one mile due east of Kelley's Island in
Lake Erie; thence due oouth to a point seventy-five miles
]! from the City Hall in the City of Detroit; thence in a
I Circular direction from the latter point, and finally
along a line tangentially to the latter circle and run-
I ning almost due north to tho point of beginning.

AHD, WHEREA8, by an agroomont bearing oven date
ji herewith between tho parties hereto and tho Kelley Is land
Ij Dime and Transport Company, a corporation of the State of
jj Ohio, (hereinafter referred to as "said Kelley Island
jj Company"), the said Sibley Company agroad that the said
ji Kelley Island Company should have the right and license,
i: and that the said Edison should have the power to grant
ji th® right and license to the said Kelley Island Company,
ij to crush stone by means of apparatus manufactured under
j the said patents and applications within the following
j named territory, which is included within tho original
j territory for which a license was granted by said Edison
| to Bald Sibley Company by the said agreement of July 18,
jj \1907 , to wit:

X. All that territory within the State of Ohio,

S which is we6t of a north and couth lino, passing one mile
jj oast of Kelley's Island in Lake Erie, and which is within
ji a radius of sevonty-five milos from the Oity Hall in the
l! City of Detroit, Michigan.

j! 2. All the islands in Lake Erie within the boun¬

daries of the United States of America, and within a
ji radius of seventy-five miles from the Oity Hall in the
ji City of Detroit, Michigan, and south of a continuation of
1 the line which forms the northern boundaries of the coun-
|| ties of Williams, Pultonand Lucas in tho State, of Ohio,

jj AND, WHEHEAjS, f,inf pursuance of tho provisions of

ij the said agreement between the parties hereto and tho said
jj Kelley Island Company, the said Edison on oven date hero-
j! with has granted a liconse to the said Kelley Island Com-
j; pany, including tho said last named territory:

HOY/, THEREFORE, for and in consideration of the
!! premises and if the sum of One Dollar ($1.00) t coach of
|j tho parties horeto in hand paid by tho other, and of other
good and valuable consideration from eaah of the parties
hereto to the other moving, receipt of all of which is
hereby acknowledged, THE PARTIES HERETO AGREE AS FOLLOWS :

Tho said Edison agrees to pay to the said Com¬
pany each month thirty per cent (30^) of tho monuyB act¬
ually received by him as royalties from the slid Kelley
I ah nd Company upon stone crushed in the aforesaid terri-

-3-

jj tory by the said Kelley Island Company by moans of appar-
I; atus embodying tho said inventions, patents and applioa-
j! tions. The said Edison shall use due diligence in col¬
li looting the said royalties from the said Kelley Island
IlLime Company and shall remit the thirty por oont (30$)
jj as aforesaid to the said Sibley Company within ten days
from the receipt thereof. The said Sibloy Company shall
jj continue to pay to said Edison the royalties in full
jjas set forth in the. said agreement of July 15, 1907, and
j the modifications thereof hereinafter contained.. Pro¬
vided, however, that the percentage of royalties received
||by the said Edison from tho said Kolley Island Company
land paid by him to the said Sibley Compuny shall not, in
any calendar year, exceed the total amount of the royaly
paid by the said Sibley Company to said Edison within
that calendar year. Adjustment of any differences in
tho said payments between tho said Sibloy Company and the
jjsaid Edison which may arise by reason of disparity in
lithe amounts of monthly royalties of tho said Companies
jj or for any other reason Shall be made quarterly or more
jjoften as may be mutuully arranged from time to time be¬
ll twe on the parties hereto.

! IT IS AGREED, that if tho said Sibley Company

jdesires at any time to verify the figures given to said
Sibloy Company by said Edison in pursuance of thiB agreom
^said &S the alnoun1;n °f the royalties paid to said Edison
bjr/fcolley Island Company, said Sibley Compuny may
employ a cortified accountant who Bhall be acceptable to
both parties hereto, and the said certified accountant
ehall have access at all reasonable times to tho reports

-4-

jj received by said Edison from the said Kelley Island Com-
j: pany for the purpose of verifying the correctness of the
jj statements made by said Edison to said Sibley Company, and
i for no other purpose, and the said certified accountant in
| making bis report to the said Sibley Company shall bo
j limited to the verification from such reports of the cor-
!; reotness of the amounts reported by said Edison to said
j| Sibley Company.

IT IS UNDERSTOOD AND AGREED, however, that the
I said arrangement for payment and repayment is for the con¬
venience of the parties only arid that the payment of roy-
j; altieB to said Edison by said 3ibluy Company and by the
!; said Kolley Island Company are in no way dependant upon
jj ono another, and that the Baid Sibley Company shall have
I no right to claim any deduction from royalty duo from it
jj to said Edison except on account of royalty actually paid
jj to and received by said Edison from said Kelley Island
jj Company in accordance with the provision hereof,
j: The parties hereto agreu that the agreement

jj between the said parties made on the 15th day of July,
j 1907, shall be modified as follows, to wit:

By the insertion in the said agreement of July
j IB, 1907, at the close of line 0 of paragraph 4 on page
5 thereof, the following:

Provided, however, that the above royalties
shall apply to all materials crushed or passed
through the rollB and which may be crushed or
broken stone including screenings and waBte
when sold for fifteen cents (15/) per cubic
yard or over f.o.b. quarry, or when used by the
Licensee for use in making sand-lime bricks,
artificial stone, blocks, lime and similar pro¬
ducts, but no royalties is to bo paid on such
screenings and waste if sold for less than fif¬
teen oents (15j6) per cubic yard, or if not

-5-

I used in the manufacture of bricks, artificial
stone, blocks, lime or similar products by the
Licensee,"

| This agreement iB supplementary to the said

| agreement of July 10, 1907, between the parties hereto,

|i and the present agreement of rights hereunder shall not

|| ' '

j! he assignable by tho Sibley Company except in accordance
j! with the provisions relating to assignment embodied in
jj the said agreement of July 15, 1907, and shall be assign-,
ij able only in oonj unction with the said agreement of July
|| is ( 1907, and to the party or parties to whom said agree¬
ment of July IB, 1907, may be assigned.

ip wiTHESSS WQ3RE0F, the parties hereto have

II oaused this agreement to be executed in duplicate origi-
i| nals the day and yuar first above written.

|j Witness to the signature THOMAS A. EDI SOM

ji of Thomas A. Edison.

I FRANK L. DYER _ _

ji SIBLEY qUARRY COMP All Y .

!;. . By

j E. S. OHURCH , JR.

Prest.

I Attest! -

• '

Ij ' • ■

% A. CHURCH-

Secretary.

-6-

Richard W. Kellow File

Edison Portland Cement Company (1899-1909)

This folder consists primarily of agreements relating to the finances,
patents, and corporate identity of the Edison Portland Cement Co. Included
are the agreement to organize the company, signed by Edison and the
investors on April 15, 1899; the agreement forming the Association of
Licensed Cement Manufacturers on December 30, 1907; and other
agreements involving Edison, the investors, and the company. Also included
are several letters by Walter S. Mallory, vice president of the Edison Portland
Cement Co., regarding his salary and personal finances. One undated
memorandum was probably written by Mallory in 1 893. The documents are
from envelopes 71 and 79.

WE, THE UNDERSIGNED, agree together to form a corporation.

" -:?;;^zs£r-

2329

/o-rf7av>c/ £?fr>e*>7h .

under the laws of the State of Now Jersey for the manufacture
and sale of Portland Cement to be called "THE EDISON PORTLAND
CEMENT COMPANY", as follows:

First: -The capital to be eleven million dollars ($11,000,000)
two million dollars ($2,000,000) thereof to be in preferred stock
and nine million dollars ($9,000,000) to be in common stock and
the par of each share of stock to bo one hundred dollars ($100);
eight per cent (8$) per annum cumulative dividend shall be paid'
quarterly on the preferred stock after which dividends shall be
paid on the common stock. AJ.1 of said dividends shall be paid
only from the earnings and income of said company and in case of
liquidation that portion of the capital stock represented by pre¬
ferred stock shall be first liquidated and paid from the assets
of said company.

Second. Upon the formation of said company one million dol¬
lars ($1,000,000) of preferred stock only shall be issued and paid
for in cash as hereinafter provided on the call of the board of
directors, the proceeds thereof to be used only in erecting and
operating cement plant® as hereinafter provided. Nine million
dollars (#9,000,000) of the common stock shall be issued full-paid
to Thomas A. Edison in payment by the company to him and in consid¬
eration therefor he shall assign to said company the exclusive
rights under his patents covering the use of his machinery for the
manufacture of cement only, in the United States and Canada, and
also all designs of said machinery, except construction drawings,

and the benefit of hie knowledge and experience in e8tablisbing
a continuous system from the quarrying of the material to the fin¬
ished product. The said Thomas A. Edison shall retain for his owi
absolute use four million nine hundred and fifty thousand dollars
($4, 960,000) of said common stock; three million dollars (§3,000,
000) thereof shall be paid by him to the subscribers hereto in pro¬
portion to the amount of preferred stock taken by them; seven hun¬
dred and fiftjj/thousand dollars ($750,000) thereof shall be paid
by him to Harlan Page as a commission for negotiating this trans¬
action and three hundred thousand dollars ($300,000) thereof
shall be disposed of as decided by the board of directors.

Third. - The said Thomas A. Edison agrees that the company
so to be formed in pursuance hereof shall have the exclusive
rights to future improvements, inventions and the results of his
thoughts and study pertaining to the cement business during the
life of said patents and any improvement thereon, without any cost
or charge to the company, except as hereinafter provided, and dur¬
ing that time the said Thomas A. Edison shall have the managing
control of the technique of the construction and manufacturing
part of the business, but shall receive no salary therefor.

Fourth. - It is agreed that the said Thomas A. Edison is to
have and receive as compensation for his services., etc., provided
for in the third paragraph hereof the following sums, to wit:
One-half of the difference between sixty cents (60/) for every
four hundred (400) pounds of cement and the actual cost of manu¬
facturing the same f.o.b. cars at factory, exclusive of package,
below that figure for the production of said quantity, provided,

however, that the company receives an average of one dollar. ( $1. 00)
or more for said four hundred pounds. If the said company should
sell said quantity at an average of ninety cents (90/) up to one
dollar per barrel then the maximum amount for basis of calculation
shall be fifty-four cents (54/) instead of sixty cents; Should
said company sell said quantity at an average of from eighty cents
(80/) to ninety cents (90/) per barrel, then the said maximum
amount shall be forty-eight cents (4S/); should said company
sell said quantity for a price at an average of from seventy
cents (70/) to eighty cents (80/) then the said maximum amount
shall be forty-two (42/); should said company sell said quantity
at an average of from sixty cents (60/) to seventy cents (70/)
then the said maximum amount shall bo thirty-six cents (36/).

In arriving at the actual amount to be paid, the said Thomas A.
Edison as aforesaid, there shall be added to the sai<y actual cost
of manufacturing two cents (2/) per four hundred pounds toward
expenses, the meaning hereof being that if the price of cement is
reduced in open market the aforesaid compensation of the said
Thomas A. Edison shall also be reduced on the basis above set forth
and so that a reasonable profit may always be made by tho company
in conducting its business. Should the selling price of such
product be less than sixty cents per barrel, said Edison's royalty
Shall be reduced pro rata, and in event of the death of said Edi¬
son, his heirs, execttors, and administrators, shall, during life
of said patents, receive fifty per cent (60/) of the amount that
would be due the said Edison if he were alive when said royalty
accrued, it being understood that four hundred pounds and one

girth.- Prom the proceeds of sale of the first million dol¬
lars of preferred stock ,a plant shall be erected and constructed
according to the terms hereof with a capacity of four thousand
(4000) barrels per day; and when said plant produces a net in¬
come over all manufacturing expenses of twenty-five per cent
(25^) on said one million dollars of preferred stock, then a
second plant shall also be constructed. Payments on said pre¬
ferred stock shall be made only as required for the construction
of said complete plants and working capital. The second million
dollars of preferred stoek herein provided for shall bo isstied
for the purpose of building additional plants, until the output
reaches twenty thousand (20,000) barrels per day from plants de¬
signed by isaid Thomas A. Edison and equipped with his machinery,
the net income of each four thousand barrel plant per day as
erected, however, must pay as in the first instance at least
twenty-five per cent on one million of dollars before proceeding
with another plant, it being understood that for cement manufac¬
tured and produced from said Edison's patented machinery, the said
Thomas A. Edison shall continue to receive the same royalty for
cement manufactured and produced in excess of twenty thousand
barrels per day.

Sixth.- With the consent of three-quarters of all the
shares of stock at a meeting duly convened for the purpose, the
company to be formed may absorb or merge with any other Cement
Company, or issue rights upon a royalty for manufacturing cement
under said Edison's patents and with the like consent of three-

quarters of all the shares of stock may increase the capital of
said company. Prom any royalty for rights, it is understood Mr.
Edison shall receive the same amount per four hundred pounds as
is paid him hy the company for manufacturing the cement.

Seventh.- 'When said corporation is formed this agreement
and writing shall terminate, but the unfulfilled provisions there¬
of shall be incorporated in a memorandum to be executed by the said
Company and the said Thomas A. Edison, the said company acting
through its board of directors under authority from the stock¬
holders at a meeting duly convened for that purpose.

Eighth.- As a condition precedent to the fulfilment of this
agreement by the subscribers hereto the said Thomas A. Edison shall
within about forty-five (45) days from the date hereof practically
demonstrate to the satisfaction of said subscribers by the ereo-
tion, completion and operation of a plant at his own expense under
his own patents and designs,' capable of crushing and screening
Portland Cement Clinker at the rate of one hundred (100) barrels
per hour, and capable of being worked continuously twenty (20)
hours per day, said cement ground shall fulfil the requirements of
the American Society of Civil Engineers as to fineness of sizing,
and the cen^ait so ground from the clinker obtained from other mak¬
ers shall by test be equal to that which would have been made if
such makers ground it at thsir own works, but superior by reason
of finer grinding, and satisfy them that the cost for the erection
of said four thousand barrel plant per day, including quarry and

the necessary working capital, uitfil said plant is receiving an
income, shall not exceed the sum of seven hundred and fifty thous¬
and dollars ($750,000), and that the cost of manufacturing said
cement from said four thousand barrel plant per day shall not
exceed the sum of forty cents (40/) per barrel, and further the
said subscribers hereto^/shall be satisfied from a written opinion
of said Thomas A. Edison's counsel familiar with the subject that
all the machinery, appliances, etc., connected with the crushing,
grinding, screening and burning of said cement are properly sec¬
ured by patents duly issued and applications made for same, and
a further opinion of said counsel that said patents do not in¬
fringe on any other device for the same purpose or upon the same
principle and that all rights for the manufacture of cement in the
United States and Canada under said patents will be legally and
duly assigned to said company tfhon formed, as herein provided,
for and during the life of said patents and " any improvements
thereon. And the said Thomas A. Edison shall defend the said
company or its assignees against all suits or actions arising
from alleged infringements by renson of said patents, provided
that this company will bear one-third the expense of any litiga¬
tion affecting the said company. Should the said Thomas A.

Edison decline or refuse to defend as aforesaid, then the said
company may do so and charge said Edison two-third ( /3rds) of
the expense against his royalty. It is understood, however,
that this company will not contest. the validity of any of said
patents.

-6-

Upon the terns hereinbefore set forth, we, the sub¬
scribers, agree to take the amount of the preferred stock set
opposite our names:

' WHEREAS by an Acreenont dated the da’/ of

A. I). 169^, oopy of which is hereto annexed^' wherein and whereby it
was agreed by the parties thereto to fora a corporation under the lave
of the State of Hew Jersey, for the manufacture and sale of Portland
Cement, to be called the Edison Portland Cement Company, and

WHERBXH it was therein also agreed.

» is fully set forth in

Artiole Second thereof, that Thomas A. Edison should receive of the con—
mon stock of the said Company, and retain for his own absolute use, Pour
Million Hine Hundred and Pifty Thousand Dollars (§4,960,000), at the par
value thereof, and also that Seven Hundred and Pifty Thousand Dollars
(§750,000) at the Par value thereof should be paid by him to Harlan
Page as a commission for negotiating the transaction, and

WHEREAS it was further provided therein that the said -Thomas •
A. Edison should have and recoive, as compensation for his services,
certain royalties, as are more particularly and at large set forth in
Artiole Fourth of the said Agreement, and

WHEREAS the said Thomas A. Edison has agreed with the parties
hereto to distribute and divide among them, in the proportions and
amounts hereinafter set forth, part of the said common stock so to be
received by him, amounting to Pour Million Hine Hundred and Pifty Thous¬
and Dollars (§4,960,000), and the said Harlan Pago-is desirous and will¬
ing that the aforesaid stock so to be paid to him, amounting to Seven
Hundred and Pifty Thousand Dollars (§760,000), (shall be a part and par¬
cel of and included in said distribution, thus increasing the amount for
such distribution and aggregating the seme in the sum of Two Millions
Eight Hundred and Pifty Thousand Dollars (§8,860,000) of the stook of >•
.the, sajg Company, jit the par value .thereof. — _

_ HOW THIS AGREEMENT made and entered into this

day 9* April, A. D.,^6P9, by and between the said Thomas A. Edison.' of
Orange, Hew Jersey, of. the/ bne part, and Harlan Page, of Germantown,

l Harlan Page, of Germantown,^

-1-

Philadelphia, Walter 3. Hailary, of Orange, Kew Jersey, and William s.
Pilling, and ?h eron 1. Crane, both of the eaid City of Philadelphia, of
the other part: WITHESSKTHs for and in consideration of the premises,
and of the sum of One Dollar to the said Thomas A. Edison in hand paid,
the receipt whereof is hereby acknowledged, and of services rendered in
the formation and organisation of the said Corporation.

FIRST. That part of the said common stook of the Edison
Portland Cement Company so to be received by the said Thomas A. Edison,
amounting at the par value thereof to Pom- Millions Wine Hundred and
Pif t^ Thousand Dollars (§4,95 0,000), increased by the amount of the said
stook agreed to be paid to the said Harlan Page in the sun of Seven Haa-
dred and Fifty Thousand Dollars ($750,000). which is to be added ibei-efeo,
amounting in all to the sum of t Five Millions Seven Hundred Thousand
Dollars (§5,700,000), shall and v^li imediately after the same shall
have boen delivered to him, be divided and distributed by the said
Thomas A.. Edison between and among the other parties to this Agreement*
in the manner and proportions following, to-wits Upon the receipt of
the said stock by the said Thomas A. Edison, he shall and will transfer
to the said Harlan Pago shares to the pair value of Bine Hundred and
Fifty Thousand Dollars (§950,000); to Walter 8. Mallory, shares to the
par value of Bine Hundred and pifty Thousand Dollars (§950,000); to ^o,e®°
William S. Pilling, shares to the par value of Pour Hundred and Seventy-
five Thousand Dollars (§475,000); to Taeron I. Crane, shares to the par
value of Pour Hundred and Seventy-five Thousand Dollars (§475^000),
aggregating in stock, at the par value thereof, the sum of Two Millions
Eight Hundred ard Fifty Thousand Dollars (§8,850,000), being fifty per
cent, or one-half part of the whole of the above amount of Five Millions

Seven Hundred Thousand Dollars, (§8,700,000). .

8ES0HD. And the said Thomas A. Edison further agrees to
divide the royalties so to be received by him according to the toms
of Article Fourth of the aforesaid Agreement, between and 'among tne
other parties to this Agreement, according to the following table and

i royalties, when and i

soale, to-wits of all such royalties, when and as reoeived by ftici, find -
whatsoever the e&ouats of the snoe my be, he will pay to the said Harlan
Page eight and one-third per oent thereof in cash; to Walter Mallory,
eight and one-third per cent thereof, also in cash; to Willi an S.

Pilling, four and one-sixth per cent thereof, also in cash; and to
Theron 1. Crane, foitr and one-sixth per cent thereof, also in cash, be ire
i together twenty-five per cent of the anount of such royalties so as
1 agreed to be paid to the said fhonas A. Edison, aocording to the terns
Pot the said

St is farther agreed between She parties hereto, that
the said parties of the second part shall and will at the tide of re¬
ceiving their aforesaid allotted stook, assign to the said Shoaas A.
SJdison, or his aoHinoe, as a voting trustee, bne-e ighfch of the total
issue of the preferred and ootraon stock of the Corporation to be fbrised j
as aforesaid, held by the said parties of the^ second part, the; contri¬
butions to tho said one-oighth part, being made in proportion to the in¬
dividual holdings of tho said parties of the second part, with the
right, however, reserved to each of the said parties of the second part
to withdraw any part of the said stock so as aforesaid contributed to 1

the said voting trustee, and to substitute other shares held i*y other
parties therefor, to theyvalns of the shares so withdrawn* The said
party of the first part also agrees to assign to the said voting
trustee, at least one share more than one-eighth of the total issue
of preferred and coMwon stool of the said proposed corporation, and
likewise receives the right to withdraw stook and substitute other stock
to fch^valuo of stock withdrawn as herein before provided and reserved
by and to the parties of the sooond part.

AKD If- IS ammsri understood, that this Agreeaent shall extend

to and bind the par 6 leu bo rate, their heirs, administrators, executors
and assigns.

IM TflVHESS WISRSO? the parties hereto have hereunto set their
hands and seals the day and year aforesaid.

Signed, settled and delivered S
in the presence of ns }

O- StcAO-Ki - ».

(L.tU)

O^ocv- /?. *\Ai CSJXr i

ctpilt

WE, THE UKDBR3I8HBD. agree together to form a corporation
under the laws of the State of Hew Jersey for the manufacture
and sale of Portland Cement to be oalled "THE EDISON PORTLAND CEMENT
COMPANY", as follows:

I’Plrstl-The oapltal to be eleven million dollars (011,000,000)
two million dollars ($2,000,000) thereof to be in preferred stock
and niiie million dollars ($0,000,000) to be in oommon stock and
the par of each share of stock to be one hundred dollars (§100) \
eight per oent (8$) per annum cumulative dividend shall be paid
quarterly on the preferred stock after which dividends shall be
paid on the oommon stock. All of said dividends shall be paid
only from the earnings and income of said oompany and in oase of
liquidation that portion of the capital stock represented by pre¬
ferred stock shall be first liquidated and paid from the assets
of said company.

Seoondi- Upon the formation of said oompany one million dol¬
lars ($1,000,000) of preferred stock only shall be issued and paid
for in cash as hereinafter provided on the call of the board of
directors, the proceeds thereof to be used only in ereoting and
operating cement plantB as hereinafter provided. Nine million
dollars (§9,000,000) of the. common stock shall be issued full-paid
to Thomas A. Edison in payment by the oompany to him and in oonsld-
eration therefor he shall assign to said oompany the exclusive
rights under his patents covering the use of his machinery for the
manufacture of cement only, in the United States and Canada, and
also all designs of said machinery, exoept construction drawings,
and the benefit of his knowledge- and experience in establishing
a continuous Bystem from the quarrying of the material to the fin¬
ished product. The said Thomao A. Edison shall retain for his own
absolute use four million nine hundred and fifty thousand dollars
($4,960,000) of said oommon stock; three million dollars Qj3,000,000)
thereof shall be paid by him to the subscribers hereto in pro¬
portion to the amount of preferred stock taken by them; seven

hundred and fifty thousand dollars ($750,000) thereof shall be paid
by him to Harlan Page as a commission for negotiating this transaction
and three hundred thousand dollars ($300,000) thereof Bhall bo dis¬
posed of as decided by the board of directors.

Third The said Thomas A. Edison agrees that the oompany so
to be formed in pursuance hereof shall have the exclusive rights to
future improvements, inventions and the results of his thoughts and
study pertaining to the cement business during the life of said patents
and any improvement there on, without any cost or charge to the oompany,
except as hereinafter provided, an^* during that time the Baid Thomas
A. Edison shall have the managing oontrol of the technique of the oonw
struction and manufacturing part of the business, but shall receive no
salary therefor, i'. ft

Fourth* It is agreed that the said Thomas A. Edison is to
have and receive as compensation for his services, etc., provided for
in the third paragraph hereof the following sums, to wit: One -half of
the difference between sixty cents (60/) for every four hundred (400)
pounds of cement and the actual cost of manufacturing the 3amo f.o.b.
oars at factory, exclusive of package, below that figure for the pro¬
duction of said quantity, provided, however, that the company receives
an average of one dollar ($1.00) or more for said four hundred pounds.
If the said oompany should sell said quantity at an average of ninety
cents (90/) up to one dollar per barrel then the maximum amount for
basis of calculation shall be fifty-four oents (64/) Instead of sixty
cents; should said company sell said quantity at an average of from
.eighty oents (80/) to ninety oents (90/) per barrel, then the said max¬
imum amount shall be forty-eight cents (48/); should said oompany sell
said quantity for a price at on average of from seventy oentB (70/) to
eight f oents (80/) then the said maximum amount shall be forty-two
(42/); : should said oompany sell said quantity at an average of from
sixty cents (60/) to seventy oents (70/) then the said maximum amount
Bhall be thirty-six oents (36/). in arriving at the actual amount to
^EiB afoTasaieL.,

-v

be paid, the said Thomas A. Edison as aforesaid, there shall bo added
to the said actual cost of manufacturing two cents (2j$ per four hun¬
dred pounds toward expenses, the meaning hereof being that if tna price
of cement is reduced in open market the aforesaid compensation of the
said Thomas A. Edison shall also be reduced on the basis above set forth
and so that a reasonable profit may always be made by the company in
conducting its business. Should the selling price of such product be
less than sixty cents per barrel, said Edison's royalty shall be re¬
duced pro rata, and in event of the death of said Edison, his heirs,
executors, and administrators, shall, during life of said patents, re¬
ceive fifty per cent (60^) of the amount that would be due the said
Edison if he were alive when said royalty accrued, it. being understood
that four hundred pounds and one barrel are synonymous terms,

£ifth. From the prooeeda of sale of the first million dollars of
preferred stock, a plant shall be erected and constructed according to
the terms hereof f with a capacity of four thousand (4000) barrels per
day; and when sgid plant produces a net income over all manufacturing
expenses of twenty-five per cent (25^) on said one million dollars of
preferred stock, then a second plant shall also be constructed,. Pay¬
ments on said preferred stock shall be made only as required for the
construction of said complete plants and working capital, The second
million dollars of preferred stock herein provided for shall be issued
for the purpose of building additional plants, until the output reaches
twenty, thousand (20,000) barrels par day from plants designed by said
Thomas A. Edison and equipped with his machinery, the net income of each
four thousand barrel plant per day aB erected, however, must pay as in
the first instance at least twenty-five per cent on one million of dol¬
lars before proceeding with another plant, it being understood that for
cement manufactured and produced from said Edison's patented machinery,
the said Thomas A. Edison shall continue to receive the same royalty for
cement manufactured and produoed in excess of twenty thousands barrels

per day*.

// Sixth. With the consent of three-quarters of all the Bhares

of stock at a meetine duly convened for the purpose, the oompany to be
formed may absorb or merge with any other Oement Company, or issue
rights upon a royalty for manufacturing oement under 'said Edison1 s
patents and with the like oonsent of three-quarters of all the shares
of stock may increase the capital of said company* Prom any royalty
for rights, it is understood Mr. Edison shall receive the same amount
per four hundred pounds as is paid him by the oompany for manufacturing
the oement.

Seventh* When said corporation is formed this agreement and
writing shall terminate, but the unfulfilled provisions thereof shall
be incorporated in a memorandum to be executed by the said Company and
the said Thomas A. Edison, thosaid oompany aoting through its board of
directors under authority from the stockholders at a meeting duly con¬
vened for that purpose*

Eighth* As a oondltion precedent to the fulfillment of this
agreement by the subscribers hereto the said Thomas A. Edison shall
within about forty-five (46) days from the date hereof praotioally demon-,
strate to the satisfaction of said subscribers by the erection, com¬
pletion and operation of a plant at his own expense under his own pat¬
ents and designs, oapable of crushing and screening Portland Cement
Clinker at the rate of one hundred (1G0) barrels per hour, and oapable
of being worked continuously twenty (20) hours per day, said cement
ground shall fulfill ths requirements of the American Society of Civil
Engineers as to fineness of nizing, and the cement so ground from the
clinker .obtained from other makers shall by test be equal to that which
would have been made if such makers ground it at their own works, but
superior reason of finer grinding, and satisfy them that the

43 (4)

cost

for the erection of 8aid four thousand barrel plant per day, including
quarry and the necessary working capital, until said plant is receiving
an income, shall not exceed the sum of seven hundred and fifty thousand
dollars ($760,000), and that the cost of manufacturing said cement from
said four thousand barrel plant per day shall not exceed the sum of
forty oents (40j/) per barrel, and further the said subscribers hereto
shall be satisfied from a written opinion of said Thomas A. Edison1 s
counsel familiar with the subject that all the machinery, applianoes,
etc., connected with the crushing, grinding, screening and burning of
said cement are properly oecurod by patents duly issued and applications
made for same, and a further opinion of said counsel that said patents
do not infringe on any other device for the same purpose or upon tl»
same principle and that all rights for 'the manufacture of cement in the
United States and Canada under said patents will be legally and duly
assigned to said company when formed, as herein providod, for and during
the life of said patents and any improvements thereon. And the said
Thomas A. Edison shall defend the said company or its assignees against
all suits or actiens arising from alleged infringements by reason of
said patents, provided that this company will bear one-third the expanse
of any litigation affecting the said company. Should the said Thomas
A. Edison decline or refuse to defend as aforesaid, then the said com¬
pany may. do so and charge said Edison two-third (2/Srds) of the expense
against his royalty. It is understood, however, that this company
will not contest the validity of any of said patents.

Upon the terms hereinbefore set forth, we, the subscribers,
agree to take the amount of the preferred stook set opposite our= namesi

_ j a ' iz^dizse rz/

\/i<>ZsCS & *7

_____ THIS AGRKEfsRHT made this - — day of

— . A. B. 1899, by and between THOMAS A. EDISON, herein¬
after called, the party • of the first part, and THE EDISON PORT¬
LAND CEMENT COMPANY, a corporation duly organized under the
laws of the State of New Jersey, hereinafter called the party
of the second part;

WHEREAS in and by an agreement made and entered into
on the fifteenth day of April, 1899, between the said Thomas A.
Edison and the incorporators of the said The Edison Portland
Cement Company and others, it was agreed, among other things,
that said Company should be formed with a capital stock of
Eleven Million Dollars, of which Nine Million Dollars (of the
par value of Fifty Dollars each) was to be common stock, which
shares of common stock were to be assigned, unto the said
Thomas A. Edison in consideration of the performance by him
of certain covenants contained in said agreement;

AND WHEREAS it was provided in and by the seventh
section of said agreement, that when said corporation was
formed said writing should terminate, but its unfulfilled pro¬
visions should he incorporated in a new agreement to be made
between said Thomas A. Edison and said Company; and it is the
purpose and intent of this present agreement to provide for the
performance both on the part of the said Thomas A. Edison and
upon the part of the said corporation of all such agreements
and covenants contained in said agreement as have not been al¬
ready fulfilled and performed.

AND WHEREAS the test and the estimates of cost pro¬
vided for in and by the eighth section of said agreement have

been made to the satisfaction of all parties in interest;

AND WHEREAS the said corporation has been duly char¬
tered under the laws of the State of New Jersey;

\ L

... NOW THIS AfflffiMBNT WITNESSETH' that the said party of
the first part for and in consideration as well of the sum of
One Dollar to him in hand well and truly paid hy the party. of
the second part, the receipt whereof is hereby acknowledged, as
in consideration of the performance of the agreements and cove¬
nants which on the part of said party of the second part
are to be kept and performed, both hereby covenant and
agree with the said party of the second part to assign, trans¬
fer and set over unto the said party of the second part the
exclusive rights under his, the said Thomas A. Edison's .patents
and applications for patents, covering the use of his machinery
for the manufacture of cement only, in the United States and
Canada, end also to furnish said party of the second part with
all designs of said machinery, except construction drawings,
and also to give unto the said party of the second part the
benefit of his knowledge and experience in establishing1 a con¬
tinuous system from the quarrying of the material to the fin¬
ished product.

/ ' And the said party of the first part further agrees

f that the said Company shall have the exclusive rights to future
\ improvements, inventions and the results of his thought, and
I study pertaining to the cement business, during the life of sail
I patents, and application for patents, and any extension or ex-
,■ tensions thereof, and any improvement thereon, without any cost
or charge to the said Company, except as hereinafter provided.

It is further understood and agreed that during that time the
said party of the first part shall have the managing control
of the technique of the construction and manufacturing part of
said business, and he hereby covenants and agrees to give unto
2

the said Company the benefit of his said services; it being
further understood and agreed that he is to have and receive
no salary therefor.

It is further understood and agreed that during the
life time of said Thomas A. Edison, the said Company shall use
no machinery for the manufacture of cement other than that
for which said Thomas A. Edison has patents, or application
for patents, except by and with the consent of said Thomas A.
Edison first had. and obtained, provided always that Edison's
machinery shall be as effective as any in use.

And the said party of the second part in considera¬
tion of the premises and of the sum of One Dollar. to it well
and truly paid by the said party of the first part, the re¬
ceipt whereof is hereby acknowledged, doth hereby agree to
assign, transfer and set over unto him, the said party of the
first part, 179,965 shares of the common capital stock of said
Company: unto Harlan Page 5 shares; unto William H. Shelmerdine
5 shares; unto E. Clarence Miller 5 shares; unto Luther S.

Bent 5 shares; unto Walter S. Mallory 5 shares; unto William
S. Pilling 5 shares; unto Theron I. Crane 5 shares of the common
stock of said Company, the same being full paid and non-assess-
able, of which 40 shares thereof are to be issued to the said
parties above named as and for the shares of stock subscribed
for by them as appears in the certificate of incorporation of
said Company.

And the said party of the second part further agrees
that the said party of the first part shall have and receive
as compensation for h-is services as aforesaid, one half of the
difference between sixty cents for every four hundred pounds
of cement and the actual cost of manufacturing the same below '■
that figure f. o. b. cars at factory, exclusive of package,

provided, however, that the Company receives an average of
one dollar or more for said four hundred pounds . If the said
Company should sell said quantity at an average of ninety„,cent£
up to one 'dollar per barrel, then the maximum amount for basis
of calculation shall be fifty four cents instead of sixty cents
should said Company sell said quantity at an average of from
eighty cents to ninety cents per barrel, then the said maximum
amount shall be forty eight cents; should said Company sell
said quantity for a price at an average of from seventy cents
to eighty cents, then the said maximum amount shall be forty
two cents; should said Company sell said quantity at an average
of from sixty cents to seventy cents, then the said maximum
amount shallbe thirty six cents. In arriving at the actual
amount to be paid the said Thomas A. Edison as aforesaid, there
shall be added to the said actual cost of manufacturing tv/o
cents per every four hundred pounds tov/ards selling expenses,
salaries and other corporate charges ;the meaning thereof being
that if the price of cement is reduced in open market the afore
said compensation of the said Thomas A. Edison shall also be rc
duced on the basis above "set forth, and so that a reasonable
profit may always be made by the Company in conducting its bus¬
iness. Should the selling price of such product be less than
60 cents per barrel, said Edison’s royalty shall be reduced prt
rata, and in the event of the death of said Edison, his heirs,
executors, administrators and assigns shall during the life of
said patents, or any extension or extensions thereof, receive
fifty per cent of the amount that would be due the said Edison
if he were alive when said royalty accrued. It is understood
that 400 pounds and one barrel are synonomous terms.

It is further understood that in ascertaining the
actual cost of manufacture, the actual running expenses of the

plant proper, shall include only the wages of employes actually
engaged, including clerks and foreman employee] at the plant,
and also the general depreciation and renewals.

The amount of royalty or saving in manufacture is to
; cii e '^eTermin ed from the results of
thereafter statements of amount and payments shall he made
quarterly; and if in the judgment of the Executive Committee
there should he any considerable sum due to the party of
the first part before the expiration of the above stated
times, anticipated settlements shall be made in their discre¬
tion, and in the event of such estimates being made the actual
amount shall be calculated and determined at the close of the
fiscal year and paid within 30 days thereafter. V

And it is further understood and agreed that if the
said Company shall grant any rights to manufacture under said
Edison patents to other persons, firms, companies, or corpor¬
ations, in all such cases the said party of the first part
shall receive from said party of the second part the same amount
of royalty per every 400 pounds as if such cement v/ere manu¬
factured by said party of the second part.

And the said party of the second part further agrees
that it will offer for sale one million dollars of the preferrel
stock of said Company at par, and that a plant shall be erect¬
ed and constructed from the money realized from the sale
of said stock with a capacity of 4,000 barrels per day; and that
when said plant shall produce a net income over all manufactur¬
ing expenses as aforesaid of Twenty-five per cent on said one
million dollars of preferred stock, then a second plant shall b3
constructed. That the second million dollars of preferred
stock shall be sold for the purpose of raising funds to build

additional plaits, until the out-put reaches 20,000 barrels
per day from plants designed by said Thomas A. Edison and
equipped with his machinery, but that the net income of each
4,000 barrel plait per day as erected must pay at least twenty-
five per cent over all maiufacturing expenses on one million
dollars before the said Company shall proceed with another plari;
it being understood that for cement manufactured and produced
from said Edison’s patented machinery the said Thomas A. Edi¬
son shall continue to receive the sane royalty for cement manu¬
factured and produced in excess of twenty thousand barrels per
day.

It is further understood and agreed that if the said
Thomas A. Edison shall die or become incapacitated before the
first of said plants shall be in successful operation, then and
in such case, if it be found that cement cannot be manufactur¬
ed at a fair and reasonable profit, the said Cocipany shall
have the right of introducing and using machinery other than
that on which the said Thomas A. Edison has- patents; it being
understood, however, that so long as any of the said Edison's
machinery is used, the royalty to be paid to his heirs, execu¬
tors, administrators and assigns shall be due and payable the
same as if no other machinery had been used.

It is further understood and agreed that the said
party of the first part shall retain for his own absolute use
$4,948,250 of said common stock, and that he shall assign unto
the said party of the "second part Three Million Dollars of the
said common stock of said company, which the said party of the
second part hereby agrees to assign and transfer to the
subscribers for the first One Million Dollars of said preferred
stock, in the proportion of three shares of said common stock
6

for one share of the preferred stock so subscribed, when the
said subscribers shall have paid fifty per cent of the par
value. of the said preferred stock.

And the said party of the first part further agrees
to assign, transfer and set over unto the said party of the
second part three hundred thousand dollars of the said
common stock of the said Company, which said stock shall remain
in the Treasury of said Company and’ shall be distributed by
the Board of Directors of said Company as said Board in its
discretion may see fit; and that he will assign and transfer
unto said Harlan Page $750,000 of said common stock as a
commission for services rendered, it being understood, however,
that the said Company is in no way responsible for the perform¬
ance of such agreement as to the payment to Mr. Page.

And the said party of the first part further agrees
that he will defend the said Company, its successors or assigns,
against any and all suits or actions arising from any alleged
infringement of said patents; provided that the said party
of the second part will bear one- third of the expenses of any
litigation with reference to said patents as aforesaid affect¬
ing the said Company.

And the said party of the second part agrees to bear
, one-third of the expenses of any litigation as to patents as
aforesaid affecting the said Company; it being understood and
agreed, however, that should the said party of the first part de¬
cline or refuse to defend any and all actions as aforesaid, then
the said party of the second part may do so and charge said par¬
ty of the first part with two-thirds of the expenses thereof, an i
retain said amount out of the royalty due or to become due to
said party of the first part, It is further understood and agreel

that the party of the second part shall not contest the valid¬
ity of any of said patents, or applications for patents.

IN WITHERS WHEREOF the said party of the first part
has hereunto set his hand and seal, 'and the party of the second|
[part has caused this agreement to he signed hy its President
and Secretary, and its common or corporate seal to he attached
pursuant to a resolution passed hy the incorporators and stock-[
holders of said Company at a meeting held at Camden in the
State of New Jersey on the 8th day of June, A. D. 1899.

Sealed and Delivered
in the presence of

ffor. and in consideration of the sum of One dollar ($1.00)
in hand well and truly paid each to the other, we the undersized
do hereby agree to give to William H. Shelmerdino in consideration
of services which he has rendered in the formation of the Edison

Portland Gem ait Company, One hundred and fifty thousand dollars

, ■ , |

($150,000) worth of common stock in the Edison Portland Cement
Company, /the said stock to be taken and delivered to the said
Shelmerdine from the Seven hundred and fifty thousand dollars
($750,db0) in conmon stock of the said Edison Portland Cement
Company, which has been provided shall be paid to Harlan Page as
a commission for his efforts in promoting the said Company. Xt
is understood that all of the undersigned are interested in the
said commission of Seven hundred and fifty thousand dollars
($750,000) in common stock in the proportions set forth in another

agreement bearing this date *.

Xn witness jwhereof, we, the undersigned, have hereunto set
our hands end/selals thi s,?9th. day of June 1899*;

(&) 6/f/9?

CZz*a:s-t3Z?~/S<?£?

2364

Mad<t afbn e /cf^f I
(=K (Xto-fad, Jh*.<j<3(- 6£ff, I

/djsynminf af y /gfenfi . |

;,J

^J/ian fofrrfyn'it flurrm? -&• . I

WHEREAS, in and by an agreement in writing made the
day of Juno, A. D. 1899, by and between Thomas A, Edison of Orange,
in the State of New Jersey, of tho one part, and The Edison Portland
Cement Company, a corporation chartered under tho lav/s of the said
State of New Jersey, of the other part, the said Thomas A. Edison
covenanted and agreed, among other things, to assign, transfer and set
over unto the said The Edison Portland Cement Company, its successors
and assigns, tho exclusive rights under his patents and. applications
for patents covering the use of his machinery for the manufacture of
cement only in the United States and Canada,

NOW, KNOW ALL MSN BY THESE PRESENTS, that I, the said Thomas
A. Edison, for, and in consideration of Nine Million Dollars. paid in
common capital stock of The Edison Portland Cement Company as follows:
One hundred and seventy-nine thousand, nine hundred and sixty-five
shares thereof issued to me, five shares thereof issued to Harlan Page,
five shares thereof issued to Theron I. Crane, five shares thereof
issued to William S. Pilling, five shares thereof issued to William
H. Shelmerdine, five shares thereof issued to Walter S, Mallory, five
shares thereof issued to E. Clarence Miller, and five shares thereof
issued to Luther S. Bent, making in all One Hundred and Eighty Thous¬
and shares of the par value of $50 per share, and being the entire
common capital stock of said Company, the receipt whereof is hereby ac¬
knowledged, have granted, bargained, sold, assigned, transferred and
set over, and by these presents do grant, bargain, sell, assign, trans¬
fer and set over unto the said The Edison Portland Cement Company, its
successors and assigns, the exclusive rights under the patents and
applications for patents particularly set forth in Schedule hereto
annexed, marked "A", and made part of this assignment, covering the
use of my, the said Thomas A. Edison's machinery, apparatus and pro-

cesses for the manufacture of cement only, in the United States and
Canada, to have and to hold all and singular the premises hereby
granted, bargained, sold, assigned, transferred and set over, or mentioned
and intended so to be, unto the said The Edison Portland Cement Com¬
pany, its successors and assigns, during the life of said patents
already granted, and during the life of those patents for which
applications have been filed, and during the life of any and all
extension or extensions thereof and any improvements thereon, and
during the life of any and all future patents and any and all exten¬
sion or extensions thereof and any improvements thereon.

It is understood and agreed that the object of this writing
is to vest in the said The Edison Portland Cement Company the ex¬
clusive right and license to use the inventions covered by the said
patents and applications for patents, for the specific purpose above
mentioned, to wit, for the manufacture of cement only, in the United
States and Canada, and that all and every the other provisions of
said agreement of June 9th, 1899, are to continue in full force and
effect; it being further understood and agreed, that I shall make
and execute any and all other papers which may be necessary to
effectually vest in the said The Edison Portland Cement Company,
its successors and assigns, the said exclusive rights under any and
all patents hereinbefore granted, applied for and not yet granted,
or to be hereafter applied for.

IN WITNESS WHEREOF,
this 3( day of

Sealed and Delivered ) (' >

in the presence of )

Mo.

498,385,

567,187,

602,064,

SCHEDULE A.

PATENTS.

Title.

Roller for Crushing Ore or Other Material,
Crushing Roll,

Conveyor,

Date.

May 30, 1893.
Sept .8, 1896.
Apr. 12, 1898.

APPLICATIONS.

Ser. No.

Title.

Filed .

644,746,

Rolls (Allowed May 9, 1899)

July 16, 1897

644,747,

Method of and Apparatus for Breaking Rock,

July 16, 1897

642,812,

Method and Apparatus for Screening _ . _

Pulverized Material,

June 29, 1897.

642,815,

Lubricating Journal Bearings,

June 29, 1897.

642,817,

Plight Conveyors,

June 29, 1897.

~7L

643,053,

Elevators and Conveyors, fcu

July 1, 1897.

642,816,

Conveyors ,

June 29, 1897.

642,818,

Chain Conveyors,

June 29, 1897.

-<L

681,476,

Dusting Apparatus, /

JD y

May 23, 1898.

<x/

681,477,

Dryers ,

CZJtCvCV

May 23, 1898.

681,478,

Grinding or Crushing Rolls,

May 23, 1898.

682,935,

Apparatus for Reducing Rock,

June 8, 1898.

"/L

681,480,

Art of Separating or Grading Fine" Materials May 23, 1898.

709,447,

Process and Apparatus for' Screening or Sizing '

Very Fihe Materials, Mar. 17, 1899.

719,782,

Calcining Furnaces,

June 8, 1899.

722,532'

Grinding Rolls,

July 1,1899.

722,229 ,

Fine Screening Plates and Process of

June 29,1899.

Making the Same.

/Z. C&OZZT <Ci£C-,~0

APPLICATIONS.

No. Title

Piled

644,746

Nolls, (allowed May 9,1899)

Pat . 637 , 327 ,Nov . 21 , 1899 .

July Iff, 1897.

644,747

Method of and Apparatus for Breaking Rook
Pat. 672, 616, April 23,1901.

July 16 , 1897 .

642,612

Apnaratus for Screening Pulverised Material June 29,1897.
Pa, t .675 ,057 ,M.ay 2e ,1901 .

642,815

Lubricating Journal Bearings,

Pat. 671314, April 2,1901.

June 29 , 1897 .

642,817

Plight Conveyors ,

Pat. 6 67 201 ,Peb.5 ,1901.

June 29,1897.

643,053

Rlevators and Conveyors (Abandoned)

July 1,1897.

642,816

Conveyors #671315 .April 2,1901.

June 29, 1897.

642, 818

Chain Conveyors (Still Pending)

June 29, 1897.

681,476

Dusting Apparatus (Abandoned)

Kay 23,1898.

681,477

Dryers Pat. #6 489 3 3, Hay 9,1900.

May 23, 1898.

681,478

Grinding or Crushing Rolls

Pat. 674057 , May 14,1901.

May 23, 1898.

682,935

Apparatus for Reducing Rock, (Abandoned)

June 8, 1898.

681 , 480

Art of Separating or Grading Pine Materials Hay 23,1898.
(Abandoned)

709,447

Process and Apparatus for Screening or
Sizing Very Pine Materials.

Pat. 648934 Kay 8,1900.

Kar. 17,1899.

719 ,782

Calcining Purnaces, (Still Pending)

June 8, 1899

722,532

Grinding Rolls " "

July 1 , 1899

722,229

Pine Screening Plates and Process of
making the same. (Still Pending).

June 29, 1899.

Number .

Title.

Date

660,845,

Apparatus for Sampling. Averaging, Mixing
and Storing Materials in Bulk,

Oct. 30,1900.

662,063

Process do.,

Nov. 20, 1900.

671,316,

Apparatus for Screening or Re¬
screening Pine Materials,

April 2,1901.

671,317,

Method do. ,

April 2, 1901.

672,617,

Apparatus for Breaking Rock,

April 23, 1901,

679,500,

Apparatus for Screening and Sizing

Very Pine Material ,

July 30,1901.

Also the following applications : -

Serial No.

Title.

Piled.

12,069,

Stock -Houses for Storing Material
in Bulk

April 9,1900,

13,405,

Method of Burning Portland Cement

Clinker and Other Materials,

April 19,1900,

13,406,

Apparatus do.,

April 19,1900.

88,108,

Calcining Purnaces,

Jan. 2, 1902.

~^U 'w ^ /cfcu

b^$Lvv>A-'' ^J\v 3vjc

q,v: , . ,\

>Way oV-.

CJ Y <7&YYi ai

SUCT v/w Vv-M,

AGREEMENT made this vwWw., day of v.' ; .

A./). 1899, by and between THOMAS A. EDISON, of the PJ.ret Part, and
HARLAN PAGE, VALTER 's. MALLORY, WILLIAM S. PILLING and THERON I.
CRANE, of the Second Part.

WHEREAS the parties hereto did, on the Fifteenth day of April,
A.D.1899, enter Into an agreement in relation to the transfer by the
party of the first part to the other parties hereto certain shares
of the Common Stock of THE EDISON PORTLAND CEMENT COMPANY, which said
agreement was never, carried out nor the stock therein referred to
transferred, and

WHEREAS, in order tocfurther secure the active cooperation of
the said Thomas A. Edison in advancing the general Interests of the
said corporation the said parties of the second part have agreed with
him that the said contract of April 15th, A.D.1899, shall fee modified
as hereinafter set forth:

NOW THEREFORE IT IS AGREED between the parties hereto, as fol¬
lows:

FIRST. That the said Thomas A. Edison shall distribute and di¬
vide among the said parties of the second part, severally and re¬
spectively, the following number of shares of Common Stock of the said
corporation, instead of the number stipulated to be distributed and
divided in said contraot of April 15th, A.D.1899, that is to say,
that he shall forthwith transfer to the said Harlan Page shares of
the Common Stock of the said corporation of the par value of Four
hundred and sixty-six thousand seven hundred Dollars, ($466, 700); to
Walter S. Mallory shares of the Common Stock of thr par value of
Four hundred and sixty-six thousand seven hundred Dollars (#466,700);
to William S. Pilling shares of the Common Stock of the par value of

* - %

-1-

<S)

Two hundred and thirty three thoueand three hundred Collars ($233,300)
to Theron I. Crane shares of the Common Stock of the par value of
Two hundred and thirtyrthree thousand three hundred Collars ($233,300)
8E00HC. The said party of the first part further agrees that he
will, within ten (10) years from the date hereof, or within ten (10)
days after the capacity of the factory or factories of the said
Edison Portland Cement Company or its Lessees or licensees shall be at
the rate of Twenty thousand (30,000) barrels of cement per day, assign
transfer and deliver, unto thr said parties of the second part re¬
spectively or to their executors, admihistrators or assigns, without
further consideration, the following additional number of shares of
Common Stock of the said corporation, that is to say - unto the said
Harlan Page shares of the Common Stock of the said corporation of the
par value of Pour hundred and fifty eight thousand three hundred
Collars ($458,300); and unto the said Walter S. Mallory shares of
the par value of Pour hundred and fifty eight thousand three hundred
Collars ($458,300); and unto the said William 8. Pilling shares of
the par salue of Two hundred and twenty nine thousand two hundred
Collars ($329,200); and unto the said Theron I., Crane shares of the
par value of Two hundred and twenty nine thousand two hundred Collars
($229,200). , It being understood and agreed that the said shares of
stock are to remain the property of the said party of the first part
until time for said delivery shall arrive with the same force and
effect and subject to the same conditions of law which apply to sales
of stock made for future delivery upon the performance of specified
conditions, and that until the time for the said delivery shall have
arrived the said Thomas A. Edison shall have the exclusive right to
vote said shares of stock at any corporate meeting of the stockholders
of the said Edison Portland Cement Company.

THIRD. It is further undeflr stood and agreed by and between the
parties hereto that in order to more fully and effectually carry out
the terms and conditions of the second clause of this agreement, and
for the more effectual protection of the Interests of thr parties of
the second part, the said Thomas A. Edlso# shall and will, simultan¬
eously with the execution of this agreement, assign, transfer, set
over and deliver unto the Girard Trwst Company, the said additional
number of shares of the Common Stock of the said. Corporation as pro¬
vided inthe second clause of this agreement; the same, when so de¬
livered, to be held by the said Trust Company upon the following
terms and conditions, to wit:- The said Stook shall be held by the
said Trust Company for the period of ten (10) years from the date of
this agreement, or until ten (10) days after the capacity of the fac¬
tory or factories of the Edison Portland Cement Company or their li¬
censees shall be at the rate of Twenty thousand (20,000) barrels of
cement per day, which fact shall be regarded by all the parties hereto
as haging been fixed and established when certified to the said Trust
Company by a certificate in writing under the seal of the said Edison
Portland Cement Company and signed by the President and Secretary
thereof, and approved in writing by the said Thomas A. Edison, or
(in case of the death of said Thomas A. Edison), by his executors or
administrators; and at the expiration of the said period of ten (10)
years or within ten (10) days after the receipt by the said Trust Com¬
pany of the certificate hereinabove setforth, the said Trust Company
Bhall thereupon forthwith without any further order, writing or agree¬
ment, duly and legally assign and transfer upon the books of the said
Edison Portland Cement Company and deliver unto the Bald parties of
the second part respectively or unto their executors, administrators

or assign a the respective* number of shares held by it as aforesaid.

It is further understood by and between the parties hereto that
from and after the execution of this agreement and until the delivery
of the said Stock asprovlded for by said agreement, the parties of
the second part and their assigns shall be entitled to receive all
dividends which may be declared and paid on account of their said
shares respectively, and that the parties of the second part, their
executors and administrators and assigns, shall have the right to sell}«;
assign and transfer their respective rights to the delivery of the
said sharou of Stock as aforesaid, or to any portion or portions
thereof, and to thr said dividends, or any of them, and that said Trusts
Company shall issue and deliver unto the parties of the second part
respectively certificates setting forth the shares of stock, to the
delivery of which they are entitled respectively/ a copy of which
certificate is annexed to this agreement and marked "Pom of Certifi¬
cate"; and * the sale or transfer by the parties of the second part of
their right to the future delivery of the said stook and to the divi¬
dends thereon, such certificate may be delivered to the said Trust Comj;g
pany and & new certificate issued in the place thereof to such
assignees.

POURTH. It is expressly understood and agreed by and between the
parties hereto that the said Thomas A. Bdison, or (in case of his
death) his executors or administrators, shall, at any time before the
time for . the delivery of said shares shall arrive as herein provided,
have the right to anticipate such future delivery and cause the said
shares to be delivered at onoe to the parties entitled thereto, and
upon notice in writing, given by the said Thomas A. Bdison, or (in
case of his death) by his executors or administrators, to the said
Trust Company directing such immediate delivery, the said Trust Com¬
pany shall forthwith assign and deliver unto the parties entitled

thereto, the respective shares of stock so held by it, as aforesaid.
FIFTH. It is further understood and agreed by and between the
parties hereto, that inasmuch as the sale by the said Thomas A. Edison
of the remaining stock of the said Corporation now belonging to him
would thereby diminish his pecuniary interest in said corporation and
the purposes of this agreement would be largely defeated and no reasons
wouls exist for postponing the delivery to the said parties of the
second part of the stock purchased by them from said Thomas A.Bdlson
for future delivery, it is therefore agreed by the said Thomas A. Edi¬
son that he shall and will simultaneously with the execution of this
agreement deposit with the Girard Trust Company shares of the Common
Stock of the said Edison Portland Cement Company of an aggregate par
value of One Hillion three hundred and siventy five thousand One hun¬
dred Dollars (§1,378,100) standing in his name, to be held by the said
Girard Trust Company for the use and benefit of the said Thomas A.
Edison, but not to be transferred to the name of the said Trust Company
which said certificates Bhall be delivered to the eaid Thomas A. Edi¬
son his executors, administrators or assigns upon demand, but upon the
express condition, however, that if the said Thomas A. Edison, his
executors, administrators or assigns shall demand and receive any or
all of eaid shares from said Girard Trust Company, thereupon the said
parties of the second part their executors, administrators or assigns
shall be entitled to the immediate assignment and delivery to them
respectively of the sharesof stock of said corporation hold by tho
said Trust Company, in the same manner as if the time for the delivery
of said (hares had arrived asprovided in this' agreement, and such
demand by and delivery to the said Thomas A. Edison, his executors,
administrators or assigns, of the whole or any part of the said shares
deposited by him with tho said Girard Trust Company asprovided by

this clausa of this agreement shall be held and considered to be a full-
authorization and direction by said Thomas A. Edison to the said Girard
Trust Company to deliver to the said parties of the second part, re¬
spectively, their executors, administrators or assigns, the said
shares of stock deposited with said Trust Company as provided in the
third clause of this agreement.

SIXTH. It is further understood and agreed by and between the
parties hereto that the third clause of said agreement of April 15,

1899 shall be rescinded.

IK WITNESS WHERE OP the said parties hereunto have set their

PORK OP CERTIFICATE.

KO. - SHARE3 -

GIRARD TRUST QOMPAHY. TRUSTEE.

THIS CERT I PIUS that - - — . -is entitled

to - - - - — — — — - shares

of the Common Stock of the Edison Portland Cement Company incorporat¬
ed under the laws of New Jersey, being part of -

- - — _____ - shares of the Capital Stock of the

said Edison Portland Cement Company, the certificates for which shares
have been duly stamped in accordance with the Revenue laws of the
United States, and which have been issued to and are held in trust by
the GIRARD TRUST COMPANY in its name as Trustee for future delivery
upon the terms and conditions provided in a certain Agreement made
the 29th day of November* A.D.1899, between Thomas A. Edison, Harlan
Page, Walter S. Mallory, William S. Pilling and Theron I. Crane, an
original of which Agreement is iii the possession of said Girard Trust
Company. ' • , ■

This certificate is transferable only on the books of the
Girard Trust Company in person or by Attorney. The surrender and
delivery by the holder or his assigns of this certificate to the said
Trust Company shall be a full and complete release and discharge
from such holder or assignee to the said Trust Company from all lia¬
bility by reason of its acceptance of the said truBt; nor shall the
said/Trust Company ibe under any liability whatsoever by reason of

sucfclacC'e'p'ta;noei,:8£ive for gross negligence or wilful default.

/■/ • / . ' \ GIRARD TRUST COMPANY, TRUSTEE

. V- ■. By

KEVBR3B ofoERUFICATE

FOR VA.UJE RECEIVED — . - . - . hereby sell, as¬
sign and transfer the within certificate unto - - — ,

subueet, however, to the terms and conditions of the Agreement, in said
certificate roferred to.

And - — - - do hereby constitute and

appoint - - - - - —

true and lawful Attorney, irrevocably for - and in - —

name and stead, but to - use, to sell, assign, transfer and

make over all or any part of the said certificate, subjoct , however,
as aforesaid, and for that purpose, to make and execute all necessary
acts of assignment and transfer thereof, and to substitute one or
more persons with liko full power, hereby ratifying and confirming

all that - , - - said Attorney, or-- - -

- - - substitute or substitutes shall lawfully do by vir¬
tue hereof.

IN WITHESS WHEREOF - - - have hereunto sot

- hand and seal at-- — - the - —

day of - , 1 -

Signed, Sealed and Delivered
In the presence of

[THE SAME AGREEMENT WAS ALSO EXECUTED WITH WILLIAM S.
PILLING AND WITH E. C. MILLER & CO.]

AGKFIE1OTT

between

Thomas A. Edison
and

Theron I. Crane.

W-

Win AGiammiT, mada this

day of December A. ..it,-. f 1900 between Thomas A. Edison,. of the
first part and Theron I. Crane, of the second part..

OTTNR8RMTH, That the said parties in consideration
of the sum of One Dollar (§1.00) each unto the other in hand
well end truly paid at or. .before the ensealing, and delivery
hereof, the receipt whereof is hereby acknowledged, and of
other good arid valuable considerations, dnyoovenant and agree
to and with each other as follows: —

At nay tins prion to one year aftr the factory of
the Edison Portland Cement Company, a corporation organized
under the laws of the State of 77e-v .Tor say, begins to manufac¬
ture cement in commercial tiuantities; that is to say, at any
time prior to one year after the said factory shall have pro¬
duced an average of 1500 barrels of Portland Cement per work¬
ing dey during three, consecutive months, and notice to that
effect shall have been given to the paid Theron I. Crane and
tq the West End TruBt and Safe Deposit, Company by the said
Thomas A. Edison _(tho said year toybogin with 'the date of tho
service of said notices); the said Thomas A. Edison, his ex¬
ecutors, administrators or assigns will exchange at the option
of the said Theron I. Crane, his executors, administrators or
assigns any or all of Thirty thousand Dollars ($30,000.), in
bonds of the Edison Phonograph Works at par for the stock of

the said The Edison Portland Cement Company, at Ten Dollars

(§10.00) per share, the par thereof being Fifty Dollars

($50.00) per share; that is to say, for any hond of The Edison

. : Phonograph. Dorics of .the. face, value. ."of ..On.e thousand Dollars..
($1,000.), the said Thomas A. Edison, his executors, adminis¬
trators or assigns will give 100 shares of the stock of The k
Edison Portland Cement Company, or at the option of the said
Theron I. Crane, his executors,, administrators or assigns^/

ifcjee> <£!

I I

will sell and transfer to the said Theron X. Crane, his exec¬
utors, administrators or assigns, any or all of the said 3000
shares of the stock of The Edison Portland Cement Company,
at the price or sum of Ten Dollars ($10,00) per share in cash
for the some, it being understood that said 3000 shares of
stock. may he paid for by the said Theron I. Crane, his execu¬
tors, administrators or assigns either in the bonds of the
Edison Phonograph Works or in cash, n.n he or they may elect.

The' said Thomas A. Edison will, at the time of the
execution of this agreement, deposit with the West End Trust
& Safe Deposit Company of Philadelphia, Pa., 3000 Bhares of
The Edison Portland Cement Company in his name duly assigned
in blank by him to bo held by tho said depository during the
pariod of one year from the time that the said Edison Portland
Cement Company begins to manufacture cement in commercial
quantities, as aforesaid. In trust, to deliver the whole
or any part thereof to the said Theron I. Crane, his execu¬
tors, administrators or assigns upon receiving from him or
them bonds of the Edison Phonograph Works or cash in the ra¬
tio above specified.

At the expiration of Baid year, so much of said
stock ns the said Theron I. Crane, his executors, administra¬
tors or assigns shall not have exercised his option to take,'
shall ho delivered to the said Thomas A. Edison, his execu¬
tors, administrators or assigns.

IW WITNESS WHEREOE, the said parties have hereunto

set their hands and seals.

r\AfdwaM;

'~7\

(TS.JjOeJ>y

' zP ' (L-s-)

'V - \

AN AGREEMENT ,MADE THIS : ■ > ^ Day of April
nineteen hundred and two, between THOMAS A. EDISON, of the
first part, and THE EDISON PORTLAND CEMENT COMPANY, of the
seoondpart.

Y/HEHEAS, by an agreement made on the ninth
day of June, 1899, between the said parties, it was provided
among other things as follows:

"It is further understood that in ascertaining
the actual oost of manufacture, the actual running expenses
of the plant proper, shall include only the wages of em¬
ployees actually engaged, including clerks and foreman
employed at the plant, and also the general depreciation
and renewals,"

AND WHEREAS , at the time of the execution of the
said agreement, it was the intention of the parties thereto
that in ascertaining the actual cost of manufacture, the ac¬
tual running expenses of the plant proper should include
only (a) the wages of employees actually engaged, including
clerks, foreman and superintendents employed at the plant;

(b) Fuel used at the plant; (o) Insurances and taxes on the
plant; (d) Materials purchased for, and used at, the plant;
(e) Renewals of the plant and a reasonable amount for gen¬
eral depreciation.

AND' WHEREAS ,' doubtB have arisen as to whether the
said provisions of the Baid agreement accurately expressed
the said intention of the parties thereto.

NOW, THEREFORE, it is agreed between the parties
hereto that the said agreement shall be interpreted and car¬
ried opt in the same manner as if the said last named
provision of said agreement had fully and dearly expressed
the true intention of the said parties Ms hereinbefore

M ' -l-_ •

recited.

AND 'WHEREAS, the said agreement also among other
things, provided as follows:

| "The amount of royalty or saving In manufacture , is

to he determined from the result of the first year's opera¬
tion; thereafter statements of amounts and payments phan
he made quarterly. "

AND WHEREAS, at the time of the execution of the
said agreement, it was the intention of the parties thereto
that the amount of royalty or saving in manufacture for the
first year should he determined from the results of the
first year's operation and the proportion thereof due, paid
at the termination of said year; and that thereafter, in
every year , the royalty or saving in manufacture should he
determined, in like manner, from the results of the current
year'B operation, and statements of amounts and payments
should he made quarterly,

AND WHEREAS, douhts have arisen as to whether the
said provision of the said agreement accurately expresses
the said Intention of the parties thereto:

NOW THEREFORE, it is further agreed hwtween the
parties hereto that the said agreement Shall he interpreted
and carried out in the game manner as if the said last named
provision of said agreement had fully and clearly expressed
the true Intention of. the said parties as hereinbefore re¬
cited.

IN WITNESS WHEREOF, the said party of the first part
her hereto set Mb hand and seal, and the said party of
the Beoond part has paused its corporate seal to he hereto
affixed and these presents to he sighed hy its President, "

-2-

v i

in duplicate, the day and year first above writtai.
Signed, Sealed and delivered,

In the presence of:

The Edison Portland Cement Co.

ORANQE TELEPHONE, »3n ORaNQE.”

Edison Laboratory, Orange, N. Jsov. is, 02.

.< H.- Sheldermine Esq* - -

President Edison Portland Cement Co;

?-i." .Philadelphia, Pa.

My dear Sir: • . . .

At- the: last meeting of the Directors ybu made a suggestion
that X oontinue In my position of Vice President without salary, I
now beg to oonfirm the statement I made at that time, if It is the
judgement of the board that the oompeny will be materially
benefitted by such action on my part, I em perfectly willing to
abide by itB deolslon) as the suggestion was made before the board
I would like ‘ them to deolde as to it and shall ask you to permit
me to present the following statement of faots before they reach
a decision in the matter.

As t look baok over the work I have done I
feel 1 have done my best for the IntereBtB of the company and
that I have1 pushed the work as fast as I had the ability ana the
sower to do it; You will remember at several of the Directors
meetings I have stated that in my judgement, the work oould progress
faster and that I waB doing all X oould to that end and have asked
the board to help me push it.

X understand X have been orltloised beoause
X have not been at the cement works more of late, my visits there
convinced me that with both Hr." BdiBon and Hr . Darling at the plant
my! constant attendance ‘there was not needed, and" that I oould muoh
better promote the best interests of the oompany by looking after
matters at Orange so Hr.: Edison would be in a position to spend

The Edison Portland Cement Co.

ORANJQE TELEPHONE, "3n ORANdE.”

Edison Laboratory, Orange, N. J.,

(W. E. 8. 2)

the maximum amount of hie time at the plant} In addition to this
I have arranged for settlement of our merohandlee aooounte %y notes
and all renewals of same, work which does not properly oome In
my department, I have howeve^lwaya been willing to do anything that
would he|>p the work along, and 1 have not heeitated to work hard
and put in long houra whenever neoeB8ary, and It has been necessary
very often, and with Mr Darling and others X have been willing to
let payment of my baok salary stand until the oompany was in funds.

I wish also to oonfirm the statement that
if I had supposed a suggestion of this sort would be made^I
oertalnly should not have given up reoently the 7 BO shares of oomnon
stook(par value §37600,-) whioh makes a total of 2417 shares of
oommon stook(par value §120860.-) I have given up to the oompany
to help it along) Figured on the present market value for the
common etook I have praotloally pald^out of ay own pooket^all the
salary I have thus far reoeived from the oompany and still have a Jfc.
oredit that will pay my salary for considerably over a year to oome,
so I do hot feel that X am asking anything out of the way or putting
any hardship on the oompany when X ask that the salary be oontlnued
as heretofore.

When we increase the oapaolty of the plenty
In view of the experience and knowledge I have of what has been done
and is to be done, X believe X can be of servloe' to the company,

he approves of my sending it to

X have shown this Isttsr to Mr. Edison and.
Yours very truly.

[MEMORANDUM BY WALTER S. MALLORY, CA. 1893 (ATTACHMENT)]

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[MEMORANDUM BY WALTER S. MALLORY, CA. 1893 (ATTACHMENT)]

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The Edison Portland Cement Co,

ORANQE TELEPHONE, "311 ORANGE.'

Edison Laboratory, Orange, N. fLp,03.

Mr. W. H. Shelmerdins s

President Edison Portland Cement Oo.s
Philadelphia, Pa.

My dear Sirs

I.ast fall I was informed

that some erf the directors thought, in view of the salary I was
receiving, 1 should discount some of the company's paper same as
they were doing, 1 advised Mr. Pilling verbally and by letter that
I was not in a position to do It, lacking banking facilities at
that time, but that X would help out in any other way that X oouldj

At one of the directors meetings
Mr. Reid said he would buy the stock offered by Mr. Maok and I
agreed to give the company seven hundred and fifty shares of my
common stock to enable it to sell preferred stock then in the
treasury and so get the benifit of the cash, my offer was accepted
and I was told the directors were pleased with my action.

Almost iinmedlatlly after my
stock was given up a proposition was made that I givr my services
without salary, whioh I was not in a position where I oould afford
to do it, after consultation with Mr. Edison I deoided to reduce it
to two hundred and fifty dollars per month from Jany. 1st. 1903.

Prom the time of the fire

on March 2nd. I have had a very great deal of added responsibility
and have worked day and night, and in view of my handling of the
death and acoidant oases, whioh has undoubtedly saved the company
a very considerable amount of money (all cases are settled except

The Edison Portland Cement Co.

OENERAL OPFICE
(UILDINO, PHILADELPHIA, PA.

ORANGE TELEPHONE, “311 ORANGE.”

Edison Laboratory, Orange, N. J.,

W. H. S. 8.

one, on which we ere now having negotiations) I feel that from
Mar oh 1st. 1903. I am fully entitled to my old sea ary of four
hundred and sixteen 7. 6/100 per month.

In view of the present condition

of affairs I am perfectly will inn to continue to draw salary at the
rate of two hundred and fifty dollars per month, and have the balance
credited and paid nt the same time the other directors receive
payment of the amounts they have already advenoed the company.

I shall ask you to brine this

matter up for a decision at your earliest convenience.

[ATTACHMENT!

[ATTACHMENT]

The Edison Portland Cement Co,

aiRARD UU1LDINO, PHILADELPHIA, p A

ORANGE TELEPHONE, “311 ORANGE.'1

Edison Laboratory, Orange, N. J-,6_I6 03

Mr. W. H. Shelmerdine President,:

Philadelphia, Pa.

My dear Sir:

On my return here I find yours Ilth. and
I have carefully noted the contents, and judge you think the
present is not an opportune time to bring up the matter of salary,
so will aek you to hold the letter until after our plant has been
in operation and we can show what oan be done in producing
cement ohoaply,

Your b very truly.

V. P.

THIS AGREEMENT, wade this

day of 1904, between thd^/undfe^Bigned,
hereinafter calledrytho "Subscribers" , and The Edition Portland
Cement Company, hereinafter called the "Cement Compan;
Witnoosoth:--

WHEREAS, the said subscribers, who tire Directors
of the said Cement Company, have, from time to time, loaned
to the said Cement Company various sums of money; and have
rocoivod the noteo or other obligations of the said Cement
Company evidencing said loans; arid : -

WHEREAS, the said Cement Company is about to issue
its bonds in tlio sum of One Million five hundred thousand
Dollars ($1,000,000.), with interest at Six nor oent per
annum, secured by a mortgage upon all of its property, real
and personal, and : -

WHEREAS, the subscribers are willing to receive
part of the said issue of .bonds in payment and discharge of
their Goveral claims against the said Cement Company, and hav
agreed with the said Cement Company to accept sAid bonds,
upon tha basis of Ninety per cent of the par of said bonds,
with accrued interest, andi-

WHBREAS, tho said Cement Company lias agreed to sell

[he said bonds to the said subscribers on the basis of ninety
er cent of the par thereof, with accrued interest; and to
•eoeive in exchange therefor, in lieu of cash, the notes and

it-hor obligations of the said Cement Company, held, by the _

baid subscribers in tho amounts set opposite their respective]
names hereto

NOW THIS AGHEMOSMT yflSHESSETH, That, in considera¬
tion of Mutual advantages, of the sum of One hollar in hand
paid to each of the parties hereto by the other; and of other
good and sufficient considerations, the receipt of which are
hereby acknowledged, the said subscribers hereby agree to
and with the said Cement Company, and with each other, that
they will purchase from the said Cement Company, bonds to be
issued by the said Cement Company i\b aforesaid, on the basis
of .ninety per cent, and accrued intorost; to bo paid for in
the notes or obligations of the said Cement Company, to the
amount set opposite their respective names hereto.

Ai-rD the nald Cement Company hereby agrees that it
will sell and deliver to the 3uid subscribers when issued,
the said bonds, on the basis of Ninety per cent and accrued
interest, and vrtll receive in payment therefor the notes or
other obligations of the aa.ld Cement Company, hold by the
said subscribers, to the amount set opposite their respective
names hereto.

THIS agreement is not to be binding unless Bigned
by all the directors of the said Cement Company who are the
holders of the notes or other obligations of the said Cement
Company; nor unless the said bonds shall be delivered to the
subscribers within y^k. from the First day

of February, 1904.

TI35 signature of this agreement , or of any counter¬
part thereof, by one or more of the parties thereto, shall
have the same binding foroe and effect upon the parties there¬
to, their survivors, successors, heirs, legal representative!

mJ&L

AN AGREEMENT , made this J day of October,

A.D. , 1905, by and between THOMAS A. EDISON, party of
the first part, and THE COMMONWEALTH TITLE INSURANCE
& TRUST COMP ANT, a corporation organized and carrying
on business under the laws of the State of Pennsylvania,
(hereinafter called the "Trustee") , party of the second
part:

ViKEHEAS, the 3aid Thomas A. Edison is the owner
of 20,000 full paid shares of the Common Stock of The
Edison Portland Cement Company, a corporation organized
and carrying on business under the laws of the State of
New Jersey, of the par value of Pifty Dollars ($50.)
each; and

WHEREAS, the said Thomas A. Edison is desirous
of providing said Company with funds to be used by it
as working capital in carrying on its business and there¬
by enhancing in value the other shares held by him; ’’

NOW, THEREFORE, in consideration of the premises
and of the sum of One Dollar in hand paid by the Trustee,
to the said Thomas A. Edison the receipt of which is here¬
by acknowledged, it is hereby agreed by and between
the parties hereto as follows:

The said Thomas A. Edison does hereby, sell, assign,
transfer and set over unto the Trustee 20,000 full paid
shares of the common stock of The Edison Portland Cement
Company to be assigned and transferred by the Trustee,

to such i^erson or persons, and on such terms and condi¬
tions, and in such amounts and proportions as the board
of directors of the said Company, shall from time to
time, by resolution, order and di rect, and the certificate
of the Secretary of the said Company, under the seal of
said Company, shall be sufficient evidence to the said
Trustee of the passage of said resolutions, and authority
to said Trustee to assign and transfer the said stock
as directed in said resolutions.

The Trustee hereby accepts the trust hereby
created. It is understood and agreed between the parties
hereto that the said stock so standing in the name of
the Trustee on the books of the Company, shall not be
voted at any meeting of the stockholders of the said com¬
pany, but this prohibition does not apply to any subse¬
quent bona-fide owner of said stock, or any portion
thereof, received from said Trustee by assignment and
transfer, as above provided.

In case any dividends are or may be paid to the
Trustee by the said Company on the shares held by it as
evidenced by the books of the Company, and in accordance
with the provisions of this agreement, the said Trustee
will turn over the same to the treasurer of the said
Company, for the sole and exclusive use and benefit of
the said Company.

This agreement shall remain in force until all
of the said 20,000 shares of stock shall have been as¬
signed and transferred, as aforesaid, by the said Trustee,

-2-

as directed by resolutions of the board of directors
of the said, The Edison Portland Cement Company, aB
aforesaid, and thereupon, the trust hereby created shall
cease and determine.

WITNESS the hands and seals of the parties hereto
the day and year first above written.

MEMORANDUM OS’ AGREEMENT made this 15th day of
May, 1906, between THE ED J SOU PORTLAND CEMENT COMPANY,
a corporation organized under the laws of the State of
New Jersey, and THOMAS A. EDISON, of Llewellyn Parle,
Orange, New Jersey:

WI TNESSETH:

WHEREAS, the Company has this day taken over
the selling of its cement, which has heretofore been han¬
dled by Messrs. Pilling and crane of Philadelphia, and
in order that this may be effectively done, it is impor¬
tant that proper bank credit be obtained to permit money
in sufficient amounts to be borrowed from time to time
to meet necessary expenses, disbursements, and other
financial obligations; -ard

WHEREAS, the said Edison is willing to finance
the Company to the extent of endorsing the Company's •
notes as the same may become necessary tip to such amounts
as in his opinion shall seem reasonable .

NOW, THEREFORE, THE PARTIES HAVE AGREED AS FOLLOWS:

First:- The said Edison agrees to act as endorser
for the Company of such of the Company's notes as may be
necessary to make from time to time, in order to pay the
running and selling expenses of the Company and its other
financial obligati ons, but said Edison reserves at all '
times the absolute right to refuse to endorse such paper,
:i.f,in his judgment., his own interests require it:

-v

Second.:- T-ig Coup ary agrees whenever requested
to do so by said Edison, to assign absolutely to said
Edison, accounts receivable by the Company to an auount
representing at least 110 per cent of the amount of its
unpaid notS3 endorsed by said Edison, as herein provided.
The Coupary also agrees in the case of the assignment to
said Edison of accounts receivable, to immediately notify
its customers responsible for said accounts that the same
have been assigned to said Edison, in order that the same
may be directly collected by said Edison, and the said
Edison thereupon agrees to collect such accounts ana with
the money so collected to assume and pay off said notes as
the same mature. After the payment of said notes, the
said Edison agrees to return to the company any surplus
remaining in his possession from the collection of said
assigned accounts:

Third: Jn the event that the accounts receivable
by the Company amount to less than 110 per cent of its
notes endorsed by said Edison, then the said Edison may
demand that the Company assign to him, and the Company
agrees to assign to said Edison, a sufficient amount of
cement on hand at Lhe current' market price to etiual the
deficiency, and the said cement so sold and assigned to
said Edison shall be sold for his account, and the money
turned over to him for the payment of said notes, which
he agrees to assume and pay off as the same may mature:

Fourth: - The Compary agrees that as to ary of its
notes that the said Edison may endorse, it will set aside'
from its collections at least three weeks before the ma¬
turity of each of said notes, sufficient monetf W pay 'the

- U > ..<• A. • -* ••••'•—

same, the money so set aside to be deposited in the bank
at which the corresponding note is payable:'-

Eifth: In order that said Edison may he additionally
protected as the endorser of the Company's notes and he ful¬
ly advised at all times of the Company's financial condition
the Company agrees that during the continuance of this agree
ment, it will not borrow the money on, or otherwise negoti¬
ate, its notes without the consent of said Edison, except
renewals of notes outstanding at the date of this agreement.

Sixth: This present agreement shall continue at
the option of the parties hereto and may he terminated hy
either part on written notice. It is, however, mutually
understood and agreed hy and between the parties that the
agreement shall not he terminated hy the Company without
fully and completely protecting the said Edison as endorser
of said notes hy assignment of accounts receivahle or cement
in stock, or hoth, to him, as above provided:

Seventh : It is understood and agreed that this
agreement relates only to notes of the Company to he en¬
dorsed hy Edison for its accommodation, and that the notes
of the Company given to Edison prior to May 16, 1906, for
moneys loaned to it hy him, and any renewals thereof, are
not covered hy or to he included within its terms.

IH WITNESS V/HEKEOE , the parties hereto have executed
this agreement in duplicate the day and year first above
written.

Vv\

'i $ h 1

MEMORANDUM OF AGREEMENT made this 1^ day of TWv&v.

1707

J&0C, between THOMAS A. EDISON of Llewellyn Park, Orange,

ITew Jersey, of the first part, and THE EDISON PORTLAND
CEMENT COMPANY, a New Jersey corporation of Stewartsville ,
New Jersey, of the second part:

WHEREAS, said Edison has made certain inventions
relating generally to the art of separating solid matter:
from gaseous currents, which inventions are capable of use
in connection with, and as an adjunct to, a rotary cement
kiln, and also in connection with, and as an adjunct to,
blast furnaces, and in connection with the fine grinding
of coal, and in other industrial arts; and

TOEHEAS, the said Edison has filed applications
for Letters Patent of the United States on said inventions
as follows: -

Cement Burning Apparatus, filed October
24, 1906, Serial No. 340,299,

Apparatus for Burning Portland Cement,
filed November 26, 1906, Serial No.

345,041,

Apparatus for Burning Portland Cement,
filed November 26, 1906, Serial No.

345,042,

Cement Burning Apparatus, filed November

26, 1906, Serial No. 345,043,

Blast Furnaces, filed November 26, 1906,

Serial No. 345,044,

Apparatus for Grinding Coal, filed November

27, 1906, Serial No. 345,329.

AND WHEREAS, the said Edison is now conducting
experiments for the purpose of demonstrating the practical

(2>

efficiency Qf the said, inventions as applied to the cement
kiln, and contemplates making future elaborate experiments
to demonstrate the commercial practicability Of the inven¬
tions as applied to blast furnaces, and other industrial
apparatus; and

■WHEREAS, the said Company is desirous of acquiring
and the said Edison is willing to sell, certain rights in
and to the said inventions in this country, and in and to
the Letters Patent to be granted therefdr in this country;

HOW, THEREPOBE, for and in consideration of the
premises and of one dollar in hand paid by each party to
the other, receipt of which is hereby acknowledged, the
parties have agreed as follows:

(1) Said Edison agrees to carry on the experi¬
ments which he is now making to demonstrate the commercial
practicability of the inventions as applied to cement kilns
at his own expense, and further agrees as soon as his en¬
gagements will permit, to carry on further experiments at
his own expense to demonstrate the commercial practicabili¬
ty of the inventions in connection with, or as an adjunct
to, other forms of industrial apparatus, such as blast
furnaces, coal grinding apparatus, etc.

(2) The said Edison agrees to execute a proper
assignment vesting in the Company, its successors and as¬
signs, the entire right, title and interest in and to the
said inventions for the Uiiited States, as described in
said applications above identified, in connection v/ith any
art with which said inventions may be used, together with

any Letters Patent of the United States to he granted
therefor, including the applications above identified.

The said assignment, however, is to be made and executed
onljr upon the notification by said Edison to the Company
of the successful termination of his experiments and the
issue to him of the capital stock in consideration there¬
for, as hereinafter provided;

(3) The sale of the Inventions herein contemplated
shall, if made, as applied to the cement industry, be. ab¬
solute, and any patents granted thereon, so far as they
shall relate to the cement industry, or be used in connec¬
tion therewith, shall be the sole and absolute property

of the company, its successors or assigns. If, however,
rights in the inventions and under any patents granted
therefor in connection with any other industrial arts than
the cement business, shall be granted by the company,
whether by the sale of said patents, the granting of terri¬
torial or other licenses thereunder, or agreements for the
payment of royalty, then, in that event, any consideration
that shall be received for such rights in cash or stock
or otherwise, shall be divided between the said company
and said Edison in the proportion of 90 per cent to said
Edison and 10 per cent to said Company;

(4) The Board of Directors of the company have
adjudged and declared that if the experiments which the
said Edison is now conducting are successful, a fair value
of the rights herein contemplated is Two Million Dollars
($2,000,000.), and they believe that the acquisition of
said rights is necessary for the business of the Company,
and to carry out its contemplated objects, contingent
however, upon the success of said experiments. The company
therefore agrees in consideration of the sale to it of the

-3-

rights herein contemplated, and upon the execution and
delivery of a formal assignment thereof, and upon receipt
of notice from said Edison that his said experiments have
terminated successfully, to issue to said Edison, or to
such nominees as he may in writing hereafter direct,
certificates of common stock of the company to the aggre¬
gate amount of Two Million Dollars ($2,000,000.), and the
shares of stock to he so issued shall he deemed to he, and
are hereby deolared to be full paid shares and not liable
to any further call, and the holders of such stock shall
not he liable to any further payment thereon.

(5) It is agreed by and betv/een the parties
hereto that insofar as the rights herein contemplated
shall involve the company in litigation for infringement
of patents, or shall require the bringing of suits for in¬
fringement of its ov/n patents as the same shall relate to
the cement industry, the arrangement now in force between
the parties for the joint handling of said suits and pay¬
ment therefor, shall be in no wise changed or modified.

If, however, the company grants any rights to others to
use the said inventions in other arts than the cement bus¬
iness, and its licensees, or other representatives, are
sued for infringement by such use, or if the company when
requested to do so by said Edison finds it necessary to
bring suits in its dwn name against infringers of its
patents in other fields than the cement industry, then in
that event, the expense involved in such litigations shall
be jointly borne by the parties hereto in the proportion
of their respective rights hereunder, namely - 90 per cent
by the said Edison and 10 per cent by the said company.

(6) The said Edison hereby covenants and
agrees with the company upon the request and at the cost
of the company to execute and do all such further assurances
and things as shall reasonably be required by the company
for vesting in it the property and rights agreed to be
hereby sola, in giving to it the full benefit of this agree¬
ment.

(7) It is understood by the parties hereto
that this agreement shall not in any way affect the exist¬
ing contracts between the parties for the payment of royal¬
ties to said Edison by the company for the use of machinery
embodying his inventions.

IH WITHERS WHEREOF , the parties have executed
this agreement in duplicate the day and year first above
v/ritten.

^%LaJL L

The Edison Portland Cement Co.

■

-5-

ARTICLES OF AGREEMENT

ASSOCIATION OF LICENSED CEMENT MANUFACTURERS.

AGREEMENT, mndo this 30th Ray o£ December, 1007, by anil botwoou the .North
American Portland Cement Company, a Now Jersey corporation , hereinafter called fclio North
American Company, tlio Atlas Portland Cement Company, a Pennsylvania Corporation, lieroin-
aftor called tlio Atlas Company, tlio Leiiioii Portland Cement Company, a Pennsylvania corpora¬
tion, lioroiunfter called tlio Lohigli Company, the Alpha Portland Cement Company, a New Jorsoy
corporation, hereinafter called tlio Alpha Company, Iho American Cement Company, a New Jorsoy
corporation, hereinafter called the American Company, the Vulcanite Portland Cement Company,
a Now Jorsoy corporation, hereinafter called tlio Vulcanite Company, tlio Lawrence Cement Com¬
pany op Pennsylvania, a Pennsylvania corporation, hereinafter called the Lnwronco Company, the
Dexter Portland Cement Company, a Pennsylvania corporation, hereinafter called the Dexter
Company, the Pennsylvania Cement Company, a Pennsylvania corporation, hereinafter called the
Pennsylvania Company, the Buckhorn Portland Cement Company, a Now Jorsoy corporation,
hereinafter called tlio Buckhorn Company, tlio Penn-Allen Portland Cement Company, a Penn¬
sylvania corporation, hereinafter called tlio Penn-Allou Company, tlio Nazareth Cement Company,
a Pennsylvania corporation, hereinafter called the Na'zaroth Company, the Catskill Cement Com¬
pany, a New Jorsoy corporation, horoinaftor called tho Catskill Company ; and such other com¬
panies as may now or hereafter sign this agreement and become parties hereto, ns hereinafter
provided.

Whereas, tho parties lioreto are actively ougngod in tlio manufacture and sale of Portland
commit, mid are desirous of forming an association for tho purpose of discussing tho various ques¬
tions of interest to tho industry arising from tiino to time ; of exchanging views ns to the best meth¬
ods of manufacturing and of extending and developing tlio business ; of investigating and assisting
in the improvement of methods and devices for tho manufacture and handling of Portland cement
by its members; of establishing an association laboratory if thought best, which is to bo so
equipped that tests can bo mado on mechanical, chemical and technical matters for tho association,
or special tests may bo made for any mombor of tho association by arrangement with the Board of
Managers; of protecting its members, so far as may seem best, from attack under patents or se¬
curing to them protection thereunder; of establishing publicity, traffic, mochauical and other de¬
partments and appointing committees for tho above purposes, and also of doing all things inciden¬
tal and conducive to tho attainment of tho above and similar objects ; and

Whereas, tho North American Company controls letters patent of tho United States No.
015 031 dated March Gth, 1900, granted to tho Atlas Company, ussignoo of Edward H. Hurry and
Harry j Seaman, and Nos. 091,336 and 691,337, dated January 14, 1U02, granted to tlio Atlas Com¬
pany, assignee of Holla O. Carpenter, and has tho exclusive right to grant sub-licenses thereunder,
and may acquire tho right to grant licenses under other patonts ;

Now, THEREFORE, in consideration of tho mutual promises and undertakings herein sot forth,
and of the grant by the North American Company of a license under said letters patent No. 045,-
031 091 336 and 091,337, or under otlior lottors patent controlled by it, to each of tho signature,
hereto, and tlio sum of One Dollar each to tho other paid, tho receipt whereof is hereby acknowl-

odged.’it is agreed ns follows :

First. That tho parties lieroto, including all parties who may hereafter become parties
lioreto do hereby and under this agreement nssocinto themselves togetlior on the terms and con¬
ditions hereinafter sot forth ns the “ Association of Licensed Cement Manufacturers.’

Second. Each of tho parties hereto shall annually appoint, from
(1) person who shall bo its representative in said Association, and who
period of (1) year, or until his successor is appointed.

its executive officers, one
slinli hold office for the

Written notice shell he filed with the Secretary of the Association by eaoh member, of tile
appointment of its representative, ivlio shall not bo authorized to act as such representative until
such notieo is filod and who shall remain such representative until notice appointing a new reore-
sontativij shall be filed by such member. °

Said Association shall hold its first meeting at Boom 13-14, No. 30 Broad Street, in the City
and Statu of New York, on the 9th day of January, 1908, and the term of olHce of the first represents-
tivos of the members of said Association shall commence from said date ; and oacli and any of the
members now or lioronftbr parties hereto shall fill any vacancy arising from the death or resignation
of its representative in said Association or otherwise ; eaoh member’s representative may appear
and voto in person, or such member may appear and vote by prosy who shall be an executive
officer of said member, appointed by , written proxy duly executed by suoli member,
and the veto of Such representative or proxy • shall be binding upon the party
ho represents. Meetings of said Association shall bo hold on the jxxxmd Mondays preceding
the second Tuesdays in the months of March, June, September and December, and the hour and
place of each meeting shall be fixed by the Board of Managers as hereinafter stated. Spocial
meotings may be called ns provided in the By-Laws adopted by the Board of Managers.

'I'liniD. At all meetings of the Association each member thereof shall be entitled to one
vole j and a majority of nil members in good stauding shall constitute a quorum.

Fouimr. The management and oontrol of all affairs and property of the Association' is
hereby vested in a Board of Managers having fourteen (14) members who shall be selected as
follows at the meeting of the Association to be held on January 9th, 1908, and thereafter at the
regular Murob meeting hold in eaoh year.

The North American Company shall bo entitled to appoint one member of said Board of
Managers j and each of the following companies shall bo entitled to appoint one member of said
board, to wit : The Atlas Company, Lehigh Company, Alpha Company, American. Company, Vul¬
canite Company and the Lawrence Company ; such appointments in each instance to be made in
writing under the soul of the company malting tho samo, and to be filed with the Secretary of the
Association. In case any one or more Of the six companies lust above mentioned shall cease to
be a member of the Association, the number of managers to be appointed by the North American
Company shall opriespoiidingly be. iupreasod .: nnd .in. case the North .American ..Company shall
cease to bo a member of tho "Association, the number of managers it is
entitled to appoint shall he appointed by a majority of the six companies above
specifically mentioned then in good standing ns members hereof. Tho other seven members of
the Board of Managers shall ho elected by the other members of this Association in good standing
by a majority of their votes, to ho oiiBt in writing at tho animal meeting. The members of the
Beard of Managers shall hold office for one your or until their successors shnll be appointed or
elected os above provided.

Nino members of said Board shall constitute a quorum. The Board is hereby authorized
by the affirmative vote of a majority of its members to appoint committees, establish necessary
departments, contiol mid manage the affairs and property of the Association, and do whutever in
its judgment may bo necessary to generally carry out the purposes of the Association.

Ill case of tho resignation, deutli or mobility to act of any one of the managers ' who was

appointed as above provided, the company appointing such manager shall ho entitled to fill his
place for the remainder of his term by filing with tho Secretary of tho Association the written
appointment of. a now manager, and in the case of similar vacancy caused by the resignation, death
anv manager who was elected as above profiled, snob vacancy shall be
m by tho majority vote of the remaining managers representing

>r inability to a-

filled for the remainder of his tc
tho members entitled to elect the manager whoso vacancy is to be filled.

Burn. The Board shall elect from its members the following officers of the Association and
fax-then- compensation, if- any-: a president, :yice-president, secretary and treasurer, and it may
provide for the appointment or election of such other officers us it may from
time to time designate. One person may ■’ "• - J '

and treasurer. Said Association shall have “

of New York,

. .. , ' tllu City of New York, State

; such other placo as the Board, may from time to time designate and
shall hold its regain^ meetings at such office, or at such other place as shall be previously desig-
l.nll I™ .... „n: wo to of a majority thereof,

■B conferred upon it.

d by Baid Board. The Board of Managers shall, by in _ _

make such by-laws as shall be deemed necessary to carry out the powe

Sixtu. The said Board is authorized und hereby empowered to employ, if desirable, a gen¬
eral manager and any other assistants to carry on the work entrusted to it and perform its obligations

hereunder, and may requiro from its officers, tlioir assistants and agents, sufficient and proper
security for the performance of the duties to be severally performed by them,

Seventh. The said Board is authorized and hereby empowered to expend during the life of
this agreement suoli sums not to exceed Fifty Thousand Dollars ($50,000) per calendar year as may
be needed to oarry out the work entrusted to it, and to cover the necessary expenses of tho Asso¬
ciation, the said Board, and the various other committees and departments whioh muy be appointed,
or established as aforesaid. All expenditures of funds for any purpose are to be made under the
order of the said Board.

Said fund for the purposes of tho Association as aforesaid shall be provided as follows :
first,' by a subscription from the North American Company, which shall be equivalent to twenty (20)
per ooiit. of the amount required. Second, by dues from the members of the Association, which shall
be equivalent to eighty (80) per cent, of the amount required and which shall be determined by tho
said Board and charged pro rata against units of fifty thousand (50,000) barrels of output of Port¬
land cement of all the members hereof, including the Atlas, Lehigh, Alpha, American, Yulcauiteand
Lawrence Cement Companies. In ense the North American Company hereafter enguges in the manu¬
facture aud sale of Portlaud cement, its subscription shall be reduced to ten per cent. (10%) aud
tho dues from the members of the Association shall be increased to ninety (90) per cent. ; but the
North American Company shall in that case also pay its proportion of said dues according to
its pro rata of output.

Assessments for subscription and dues may, commencing on or after April 1st, 1908, be
voted and levied by tho Board of Managers either quarterly or at less frequent intervals (the
total assessment for any calendar year, however, not to exceed Fifty Thousand Dollars), and
shall be payable by each member within thirty (30) days after written notioe from the Board,
The apportionment of each assessment shall be based upon tho production of Portland cement by
euch member during the twelve mouths immediately preceding the date of such assessment, as
sot forth in written reports to be filed by onoli member as hereinafter provided, commencing from
December 1st, 1907, or as otherwise ascertained ; and in case any assessments are levied prior
to December 1st, 1908, the apportionment shall be bused upon the production of the members
since December 1st, 1907, as shown by such reports or as otherwise ascertained. Each member
of this Association shall within twenty ($0) days after the first of eaoh month, commencing
with January 1st, 1908, file with the Secretary of the Association a sworn statement giving the
total amount of Portlaud cement produced at all plants of sueli member, and also of the total
amount of Portlaud oemont shipped therefrom during the preceding month, In case of the failure
of any member to file such report within such time, the Association shall be entitled forthwith to
exumine the books of said company to nscertuin the amount of such production and shipment, the
expense of such examination being chargeable to such member ; and the Association shall at all
reasonable times have the right to exumine the books of any member to verify any reports rendered.
Tho failure of any member to render sueli reports within the time above provided or to make
payment of assessments when due shall be sufficient cause for the termination of the membership of
suoli member by action of the Board ns hereinafter provided.

Eighth. If any party hereto shall fail to perform its agreements aud undertakings here¬
under, its membership in the Association shall be terminated aud all its interest in the Association
and its ussets shall cease, and its rights hereunder shall be cancelled, provided, however, that be¬
fore any such termination and cancellation, said party shall be cited to appear before the Board of
Managers at a certain time and place and show cause why its membership should not be terminated
aud its rights and interests should not be forfeited, and after such hearing the said Board may
terminate the membership and cancel all rights of the party hereunder by giving thirty (30) days
written notice to that effect, and such action of said Board shall, by an affirmative vote of a major¬
ity thereof, bo final and conclusive.

— NlNTn. It is furthermore mutually agreed that if any party ■ hereto shall ceiise to be a
licenseo under letters patent Nos. 645,031, 691,336 and 691,337, by reason of the cancellation or
termination of its license by act of the licensor under the terms aud conditions thereof, and shall
cense to have the right to use and practice the invention of said patents, said party shall forthwith
cease to be a party hereto, and all its interests in the assets of the Association shall cease upon a
written declaration to that effect by the Board of Managers.

Tenth. A declaration of cancellation as above provided shall terminate all rights, benefits
and privileges of said offending party under this agreement and all its interest in the Association
and tho assets thereof, and shall relieve • each and nil of the other parties hereto from all
duties, liabilities or obligations hereunder to , said offending party, and the
several parties hereto then remuining slmll stand to said offending party in the same

position and shall have the same rights as against said offending party as if this coutraot had not
been made, and said offending party had at no time been a party hereto, except that the Associa¬
tion may nevertheless be entitled to receive, sue for and collect all assessment payable for the
period up to the date of cancellation or termination of tlio membership of sueh offending member ;
but such termination shall not operate ns to said offending party to in any manner nffeot any obli¬
gations under these presents ns between the parties remaining, and as between them it shall con¬
tinue in force as if said offending party had at no time been a party hereto.

Eleventh. Any person or concern actively engaged in the manufacture of Portland cement
and who also is a licensee in good standing of tlio North American Company under United States
letters patent No. 645,031, 691,336 and 691,337, or under other letters patent now or hereafter
owned or controlled by the North American Company, may be elected a member of this Asso¬
ciation by the Board of Managers hereof hy a two-third vote of all its members, and such person or
concern shall then becomo a member hereof upon signing this agreement or a duplicate copy hereof.

Twelfth. This agreement and the mutual covenants and agreements herein contained shall
continue in force so long ns the obligation to pay royulty to the North' American Company under
its licenses under the Hurry & Seaman and Carpenter patents, above recited, remains in force, as
set forth in the form of license agreement hereto annexed, dated September 1, 1907, whioli said
form 1ms been exeouted bythe Dexter Company; under date of October 1st, 1907, by the Pennsyl¬
vania Company, under date of October 16th, 1907, by the Buckhorn Company, under date of Sep¬
tember 30, 1907, by the Penn-Allen Company, under date of September 28th, 1907, by the Nazareth
Company, under date of Ootobor 20th, 1907, and the Oatskill Company, under date of November
2 1st, 1907 ; and shall terminate upon the termination of such obligation.

Upon the termination of this agreement and the dissolution of the said Association for any
cause, the moneys and assets of any kind remaining after the payment of nil proper obligations
contracted in behalf of the parties hereto by the Board of Managers or officers, shall be distributed
to the thou members of the Association pro rata in the proportion of the amounts contributed bv
euoh. ■ 1

In witness wheheof, the several parties hereto have hereunto affixed ' the signatures of their
corporations, by their officers tbereOnto duly authorized, or by their duly accredited representa¬
tives, this 30th day of December, 1907. •

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4 ^4^/ . J^.

THOMAS A. EDISON and EDISON
PORTLAND CEMENT COMPANY

NORTH AMERICAN PORTLAND
CEMENT COMPANY.

Hgreement.

Dated January 8th, 1908.

AGREEMENT, made this Eighth tiny of January, 1008, by autl botweou Thomas A.
Edison, of Orange, Now Jersey, parly of tlio first part, Edison Pohtland Cement Company, a cor¬
poration organized under tho laws of tlio State of Now Jersey, hereinafter roforrod to ns tho
Edison Company, party of tlio second part, and Noiitii Amkhioan Poiitland Cement Company, a
corporation organized under tho laws of tho Stato of Now Jorsoy, hereinafter referred to as tho
North Ainoricnn Company, party of tho third part :

IVuEitEAS said Edison is tho owner of tho following letters patent of tho United Stntos :

No. 759, 85G, dated Jlay 10, 1901, for Improvements in Methods of Burning Port¬
land Comout Clinker, otc.

No. 759,357, dated May 10, 1904, for Improvements in Apparatus for Burning
Portland Commit Cliukor, etc.

No. 775,000, datod Novembor 22, 1904, for Improvements in Rotary Cement

Kilns.

No. 802,031, dated October 24, 1905, for Iinprovomonts in Apparatus for Burning
Portland Comout Olinkor.

No. 813,490, dated February 27, 15100, for Improvements in Cement Kilns.

No. 827,089 dated July 31, 1900, for Improvements in Calcining Furnaces.

And Wiieiieas tho said Edison is tho owner of cortam inventions for which applications for
letters patent nro now ponding, ns follows :

Application filed September 29, 1905, Serial No. 280,577, for Method of Burning
Portland Comout Clinker ;

Application filed Octolior 14, 1905, Serial No. 282,094, for Improvements in
Cement Kilns ;

And wiieiieas the Edison Company is tho owner of au exclusive lieonso from snid Edison
under nil of tho above letters patent and under tho putonts which may horoaftor bo grantod on said
applications, said license being, however, limited to tho manufacture, uso, and practice of said in¬
ventions in connection with tho Portland cemont industry.

And wiieiieas tho North American Company is desirous of acquiring au exclusive licenso, as
hereinafter set forth, to make, have made, use and practice and tho exclusive right to license
others to make, have made, uso and practice tho inventions sot forth in said letters patent and
applications therefor, throughout tho Uuitod States of Amorieu, its territories and Colonial posses-

Now this is to witness that tho partios hereto, for and in consideration of tho sum of One
Dollar and other good and valuable consideration to each in hand paid by each of tho other parties
hereto, receipt wheroof is hereby acknowledged, have mutually agreed as follows :

Finsr. The said Edison and the said Edison Company, eaoh for himself and itsolf, lioroby
grant to tho said North American Company tho exclusive lieonso to make, have made, use and
practice and the exclusive right to grant lieousos to others to make, have made, use and practice
throughout the United Stntes of America, its territories and Colonial possessions, the . several in¬
ventions, apparatuses and procossos described, claimed and covered in aud by the several letters
patents and applications for letters patent above specifically referred to. The license hereby
grau ted is strictly limited to the manufacture, use and practice of tho inventions covered by said
letters patents and applications therefor iu direct commotion with tlio production of Portland cemont,
and does not apply to other arts or industries iu connection with which the said invention
limy bo of use. Furthermore, this license strictly contemplates tho nso of tho inventions covered
by said patents and applications iu connection ouly with rotary kilns of upwards of one hundred
feet in length, and any nso or practice of on invention covorod by snid patents or applications in
connection witli rotary kilns not exceeding one hundred feet in length shall not bo included or
authorized by this licenso, and may bo proceeded against in the same way as an ordinary infringe¬
ment; but in any sueli case the liconsoo or snb-liconseo shall, anything heroin contained to the
contrary notwithstanding, bo free to assort any and all defenses open to any non-licensee, and no
covenant heroin expressed or obligation arising lrarefrom, either express or implied, shall have any
application to or effect iu connection with the use of any of such inventions in connection with
kilns not exceeding one hundred foot ill length. The license hereby granted to make, have made,
use and practice tho inventions aforesaid, and the sub-licenses grunted hereunder shall enure to the
benefit of the successor or successors iu business of the licensee and of each of tho sub-licensees

wlioii the terms hereof anil of the sub-license of the predecessor are accepted in writing by such
successor or successors but so far as the license hereby granted includes the right to graut
sub-licenses, it is personal to the North American Company, except that the same may be success¬
ively assigned by the North American Company and its successors to corporations succeeding to
the entire business of the North American Company' in granting sub-licenses under all of its
patents. In case of the insolvency or dissolution of the company then owning the right to grunt
sub-licenses, the right to grant sub-licenses undor this ugreement shall thereupou cease and deter-
.mine, and said Edison shall in suoh event sucoood to the rights of suoh company in all existing
sub-licenses hereunder so far as the same relate to any future nots of the sub-licensees undor suoh
licenses.

Second. The license and rights hereby granted ure to continue during the term for which
patent No. H02,G31 above referred to was granted, unless sooner terminated as hereinafter set
forth. The license and rights may, however, be extended at the option of the North American
Company, or its successors, by giving written notios to said Edison and the Edison Company, of
their desire to extend the same within three mouths prior to its termination by the . expiration of
of the terra of said patent No. 802,(131 or, in case of eurlier termination of said patent by adverse
judgment, decree or mandate, as hereinafter set forth, by giviug written notice of their desire to
extend the same within three months after the entry of tlie judgment, decree or mandate its herein¬
after Bet forth, and in either case the lioense and rights will then continue as to the North American
Compuuy and any sub-lioensee uooeptiug suoh extension oil the same terms and subject to all of
.the conditions and stipulations hereof during the term or terniB of any one or more of the other
patents then in existence and which may be covered by this agreement and which are specified in
the notice of extension.

Thiiid. The Edisou Compauy hereby reserves to itself and its successors in business the
right to make and have made any apparatus oovered by snid letters patent and applications there¬
for, _ and to use and practice the name to the extent of not more than u total of four (4) million
burreln of Portland cement clinker of 380 lb's, each made in its works at Stewartsville, New
Jersey, in any extensions thereof and additions thereto, and in any ueme'nl' plant which the
Edison Company or its successors in business may hereafter purchase, build, operate and exclu¬
sively own or .control by ownership of a majority of the capital stock or. otherwise, and sold or
otherwise disposed of and. shipped during any calendar year.

FouilTH. In addition to the grant by the North Americnn Company of siib-licenses to cement
manufacturers generally throughout the .United States under this agreement us hereinafter set
forth, the present agreement contemplates the grant by the North Americnn Company of licenses
to the six corporations now owning the capital stouk of the North Araerioau Compauy, and also to
corporations or concerns which are now or may hereafter be owned or controlled (by the ownership
of a majority of the capital stock or otherwise) by the Baid North American Company, or by any
of the snid six corporations. The six corporations above referred to are the Atlas Portland Cement
Company, a Pennsylvania corporation ; the Lehigh Portland Cement Company, a Pennsylvania
corporation ; the Alpha Portland Cement Compauy, a New Jersey corporation ; the American
Cemont Company, a New Jersey corporation ; the Vulcanite Portland Cement Company, a New
Jersey corporation-; and the Lawrence Cement Company of Pennsylvania, a Pennsylvania corpora¬
tion. In referring hereinafter to the above six companies, and to other corporations which may
now or hereafter lie owned or controlled by any of the same or by the North American Company,
as above provided, they will be designated , as the “ primary licensee corporations ” or. as the
“ primary corporations ” ; but none of the companies just above specifically named shall be a
“ primary corporation within the meaning of said term as used herein until it has entered into its
sub-license with the North American Company. The North American Company agrees within sixty
(60) days after the execution of this agreement to furnish the said Edison with the names and loca¬
tions of all the plants, owned by it, and within sixty (60) days after each, primary corporation
becomes a sub-lioensee hereunder, similarly to ■ furnish the' numes and locutions of all the
plantB owned -by such primary corporation, together with the number of kilns upwards of oue
hundred, feet in length : which are installed, in operation or in course of. con¬
struction ; and in the’ event of the future acquisition of any other concerns

by the North American Company,, or the; primary corporations, the North Ameri¬
can Company agrees within sixty (60) days thereafter or after such primary-

corporation becomes a sub-licensee hereunder to furnish to said Edison the names and locations
of the plant or plants, and the number of said kilns in operation or installed or in course of con¬
struction that are owned by each eonoem so acquired; and the North American Company agrees '
from time to time as may be reasonably required by said Edison to furnish him with the number

2 •

in writing to said Edison. Any company that is owned or controlled by tlio North American Com¬
pany, or by any one of the six companies above specifically named shall bo entitled to the speoial
privileges hereby granted. to the primary corporations, only so long as it continues to be owned or
controlled by one of said companies ; and in case suoh ownership or control ceases, such company
shall cease to be a primary corporation and shall then bo entitled only to such terms and privileges
as are granted by the North American Company generally to those sub-liconsoos which are not
primary corporations. .. .

FirrH. The said Edison and the Edison Company, for themselves, their successors, assigns
and legal representatives, hereby release, acquit and discharge the North American Company and
said primary corporations from any "and all claims, demands and liability for profits and damages
because of any past infringement by the North American Company or said primary corporations
of said . letters patent or of its or their past use of the inventions cov-
' ered thereby ; such release, acquittance aud discharge to become effective as
to each of suid primary corporations only as such corporation shall enter into a sub-license agree¬
ment with the North American Company under the patents above referred to; and authorize and
empower suid North American Company in granting sub-licenses to said primary corporations to
release, acquit and discharge in the name of said Edison and suid Edison Company, all liabilities,
cluims and demands against suid primary corporations.

Sixi’n. Contemporaneously with the execution of this agreement, the North American
Gompuny has granted to the Edison Company, its successors and assigns a written liceuso (herein- I

after referred to us the Hurry & Seaman license) under letters patent of . the United States,
numbered 646,031, 091, 830 aud 001,337, relating, to the burning of Portland cement by means of !

pulverized fuel.

The parties hereto agree that for the first twenty (20) million barrels of Portland cement
clinker of 380 pounds each, that may in the aggregate be shipped in any one calendar year here--
after by the 'North American Obmpuny and its .priqiary corporations and, thnt lias been manu¬
factured in kilns upwards of one hundred feet in length the nmonut of royalty to be paid therefor
shall be a sum equal to the amount of royalty paid by the Edison Company under Baid Hurry & ,

Seumau license on cement clinker made by the Edison Company, or its successors, or in any
cement plant hereafter purchased, built, operated and exclusively owned or controlled by ownership
of u majority of the capital stock or otherwise by said Edison Company or its successors, und
shipped in euoh year up to four (4) million barrels of 380 pounds each. The understanding of the
parties hereto is thnt for the first twenty (20) million barrels of cemeut oliuker made in kilns
upwards of one hundred feet in length aud shipped in each year by the North American Company
aud its primary corporations under the present agreement, .no greater amount of royalty, shall be
payable in each year than may have accrued and boon paid ns royalties under the Hurry &

.Seaman license from the Edison Company aud its successors on the first four (4) million barrels :

during n corresponding period; and that no greater amount of royalty under the Hurry & Seaman

license shall be paid by the Edison Company for the first four (4) million barrels of Portland

cemeut clinker disposed of and -shipped by it in each year than may have accrued as royalties

under the present license agreement from the North American Company and its primary corporations

for the same period. The royalties thus puyable by the North American Company and its primary |

corporations on Portlaud cemeut clinker aggregating twenty (20) million barrels or less shipped in

each year that has been manufactured in kilns upwards of one hundred feet in length shall

not be payable to said Edison until within thirty (30) days after receipt from the Edison Company

of royalties due uuder the Hurry & Seaman license for the shipment of Portland cement olinker

during the same year for the first four (4) million barrels or less. In case of the failure of '

the Edison Company to pay royalties under said Hurry & Seaman license to the North American i

Edison on- the first twenty (20) million barrels per year under the present license agreement, or
in ease of the expiration or termination of the obligation of Ilio North American Company or its
primary corporations to pay royalties to said Edison under this agreement, nevertheless the Edison
Company shall not be required to pay royalties under said Hnrry ,fe Seaman license upon the first
four (4) million barrels of Portland cement olinker shipped hy it in each year, but, shall be entitled
to the benefits of said Hurry & Seaman license to said extent without the payment of royalty. The
phrase Portland cement olinker covers suoh olinker whether ground or ungrouud or sold separately
or mixed with other substances, the amount of the clinker itself being alone considered in comput¬
ing the number of barrels upon whioh royalty is pnynblo.

Seventh. In cuse the North American Company and its primary corporations shall in the
aggregate ship in any one year hereafter more than twenty (20) million barrels of Portland cement
clinker of- 380 pounds eaoh that has been manufactured in the United States of Amorioa,
its territories and Colonial possessions in kilns upwards of one hundred feet in length’
royalties shall be paid to suid Edison upon eaoh and every suoh barrel of Portland cement
olinker in excess of twenty (20) million barrels for euch said year at the rate of three mills (three-
tenths of a cent) per bnrrel, said royalty to bo paid by the North American Company on all suoh
excess Portlnnd cement olinker annually on or before the 1st day of Maroh (commencing March,
1900), for the preceding oaloudar year ending December 31st in eaoh year during the continuation
of this agreement, n suitable adjustment being made at the same rate for the fractional part of the
last year during which said patent- No. 802,031 shall remain in force, unless this agreement is ex¬
tended as hereinbefore provided.

The obligations under this license agreement and under the sub-licenses provided for herein
(except Canadinn licenses and sub-licenses) to pay royalty, keep accounts and render statements
shnU (elate solely to Portland cement olinker manufactured in tho United States of America, its
territories and Colonial possessions in rotary kilus upwards of one hundred feet in length.

In case of the failure of any one or more of the primary corporations to rentier the accounts
hereinafter provided neoessnry for tl e Sc lta nont of the amount of Portland cement clinker made
by tho North American Company and tho primary, corporations in rotary ItiluB upwards of one
hundred feet in length and shipped by them during any calendar year, the amount of Poitlimd
cement olinker made by such defaulting primary corporation in kilns of; upwards of one hundred
feet iii length 'and shipped as shown on the last accounts rendered by suoh corporation covering
twelve months shall he temporarily taken as the'basis of shipment of suoh company for said yeat; or
in case tlie amount of long kiln shipment shown on the last accounts covering six mouths multiplied
by two shall exceed the total of long kiln shipment shown in the iaBt nocounts rendered by suoh
compauv covering twelve months, then*) twice the amount of the reports for sueli six months
shall be temporarily taken as tho basis of suoh shipment of such company for said year, and the
North American Company shall temporarily make payment of royalty to the said Edison upon
such basis until the regular account is received or until the aotual amount of long kiln cement
cliuker shipment of such primary corporation is ascertained by examination of its books, at whioh
time an adjustment- shall be made by the payment within sixty (60) days thereafter to said Edison
of any further sum that may be due, or the repayment by said Edison within said sixty (60) days
of any sum overpaid.

Eighth. The North American Company hereby agrees to keep a full and accurate account
of all Portland cement clinker made by it in rotary kilns upwards of one hundred feet and shipped
by it and to require its primary corporations to keep and render to it at least semi-annually a full
and acourate account of all Portland cement olinker made in such kilns and shipped by them; and
the ■ North American Company ngrees semi-annually on or before the first day of March and
September of each year, commencing September 1st, 1908, to- render the said: Edison a full and
accurate statement of the total number of bnrrels of Portland cement clinker made in rotury kilns
upwards of one hundred feet in length und shipped by it during the preceding half oalendar yenrs
ending respectively December 31st and June 30th ; and shall render to' the said Edison copies of
all such accounts rendered to it by its primary Corporations within thirty (30) days after suoh ac¬
counts are rendered • respectively. The accounts of the Portland cement clinker so made and
shipped by the North American Company and its primary corporations shall be verified by the
proper executive officers thereof having knowledge of the facts. • The said Edison shall be entitled
at reasonable boors, personally or by representatives, to examine .the books of acoount of the
North American Company and of its primary corporations, so far us Baid books shall relate to the
manufacture of Portlnnd cement olinker in kilus upwards of one hundred feet in length ; and suoh,
right shall be provided for in all sub-licenses to primary corporations.

■The North American Company shall be entitled, and shall so provide in its sub-licenses to
the primary corporations, in case any suoh primary corporation fail to render the accounts above

of said courses within sixty (60) days after default by any one of said primary corporations, then the
said Edison may give written' notice to the North American Company thnt it should pursue one or
more of said courses, 'nnd if it fails to do so within thirty (30) days after receipt of such notice,
then the said Edison himself may in the name of said North American Company pursue any one
or more of said courses. In onse of the termination as ] list nbove provided of the rights and priv¬
ileges of any suoli primary corporation, or other termination of its sub-license, such corporation shall
thereupon cense to be one' of tile primary corporations referred to herein.

Ninth. Each sub-liceuse hereafter granted by the North American Company, except to its
primary corporations ns above provided, shall ooutain the following provisions :

(1) That the sub-licensee shall lteep full and accurate aooounts of ull Portland cement
clinker made by it, or by any concern controlled by it, in rotary kilns upwards of one hundred
feet in length and shipped by it or them.

, (2) That the sub-liceusoe shall render verified statements of snob aocouut to the North

Americau Compnny at least semi-annually on or. before the first days of February and August of
each year coveriug all such Portland cement olinker so made and shipped by it during the pre¬
ceding .half-calendar years ending respectively December 31st nnd June 30th .

(8) Thnt euoh sub-licensee shall pay royalties at least semi-annually on or before February
firstnnd August first of each year at the rate 'of three mills (three-tenths of a cent) per barrel
for all such Portland cement olinker shipped by it' during the preceding half calendar years end¬
ing respectively December 31st and Juno 80th, that has been made inkilus upwards of one hundred
feet in length.

(4) That if such sub-licensee fuils to render such accounts or to pay suoh royalties within
the time specified, the North Amerioan Company may give written notice that unless such default
is made good within thirty (30) days, all rights nud privileges of the sub-licensee under Haid sub-
liceuse will thereupon terminate, and upon the giviug of such notice and the failure of. the sub¬
licensee to make good suoh default within the given time, the rights and privileges of the sub¬
licensee under its sub-license shall thereupon cease and determine.

(6) That the sub-licensee shall reoognizo aud admit the validity of patent No. 802,631 so
long as it remains entitled to the benefits of its sub-license agreement, and a corresponding pro¬
vision shall be included.iu all licenses granted to primary corporations.

(6) That the sub-licensee shall properly mark all apparatus embodying the inventions of
any of said letters patent with the word “ Patonted ”, and the date of ench of said letters patent ns
shall cover each apparatus, and a corresponding provision shall be included in all licenses granted
to primary corporations.

The said Edison and the Edison Company for themselves, their successors, assigns and legal
representatives hereby authorise and empower the North American Company and its successors as
aforesaid, in granting any sub-licenses under said letters patent aud applications therefor, to remit,
release nnd discharge such sub-licensee or sub-licensees of and from any and nil claims, demands

Company to give suoh notice or tiiko suoh notion, tind-if tlio North Amerionn Company fail so to
do within thirty (30) days after receipt of such notice then said. Edison, may thereupon in his own
name and in the uamo of the North American Company give suoli notice, enforce such penalties,
proooed ydth the collection of such royalties and otherwise seek for the performance of the sub-
lioenBe contract or recover and retnin-nny. damage for. its breach. • .

The North American Company agrees for itself and its successors aforesaid,, to pay the said
Edison, his assigns and legal, representatives. aU royalties rocoivod from sub-liconsoes under Section
3 of this paragraph, within thirty (30) days aftor the receipt of the same.

Tenth. Tko present liconso ngreomout shall conso aud terminate for any of the following
causes. . •

(1) ' In case of the failure of the North Amoricnu Company to render any account when duo
of Portland cement clinker manufactured in kilns upwards of one hundred feet in length by it, or
to render to Baid Edison when due copies of dooounts received from its primary corporations';

(2) In case' of the failure of the North Amerioan Company to make payment as above pro¬
vided of any royalties due from it to said Edison on Portland cement clinker made and shipped by it.

. (3)' III onse of the failure, of the North American Company to pay to saidEdison.’his assigns or
legal representatives, the- royalties received from sub-licensees and then due and payable to said
•Edison. ,

The parties hereto, however, agree thut'. uo advantage shall be taken of nuy suoh default by
Ijhe North Ameriouu O.ompauy until, the said .Edison shall first give written notice to the North
American Company or. its . successors, specifying the . default or defaults, and requiring that it or
they shall bo. made good .within Bixty. (CO), days from the giving of said notice ; aud it is .hereby
agreed that if suoh defaults be not made good within the time so specified the liconso hereby
granted shall forthwith conso and terminate and the said Edison; his assigns and, legal representa¬
tives shall thereupon succeed to the rights, interests an;l obligations of" the North American Com¬
pany in and to all of the sub-licenses granted hereunder and in and' to all sums due Or to become
due under such, sub-licenses.

It is agreed that should the present ' agrebmeut be terminated ns above provided, all sub¬
licensee; theretofore granted by .the North Amerionn Company sliull' remain in force, the suid
Edison, Bis. Assigns, or legal rjipresentntjves, succeeding to.thq interest of and being substituted for
'the North American Company therein. So. long, hpwever, as the North American' Company
shall not be in default in payment of royalties due on Portland cement blinker made and shipped
by it and id rendering accounts for such clinker aud shall pot have fuiled to make good suoli
default within sixty (00) days after notice as above provided, any termination of this
license shall relate only to the rights of the North American Company to grant and maintain sub¬
licensee hereunder, and said North American Company shall still have the right to use and practice
the inventions herein referred to in its own works, subjeot.to the terms, provisions, and conditions

Eleventh. It is further agreed that the North. American Company shall, if so requested in
writing by. said Edison, und within thirty days after such request, bring at least one test suit in
equity or lit law against persons, firms or corporations manufacturing, selling or using any apparatus
or- process in infringement of letters patent No. 802,631, and the North' American Company agrees
to vigorously prosecute such test suit.to final hearing in a circuit court of the United States, and
on appeal if necessary. In case (he North American Company fail to vigorously prosecute said
test suit the said Edison may then prosecute the same iu the name of said company and at its

expense. ■ ..... .

It is agreed that the North American Company may, if it so desires, -bring any other suit or
suits in equi ty .or at law against persons or concerns infringing any of the patents that may, now or
may hereafter bo covered by this agreement ; and that the North : American Company shall- bring
such suits in its own-name or-iu the name of said Edison, and said Edison Company, as may be
necessury. And the North- American Compauy agrees to pay all costs and expenses and fees,
including tho fees of counsel, wliioh shall be incurred in and by tile bringing and prosecuting of nil
such suits.-: The parties agree that the test suit above 'referred to shall not- be compromised or-
settled oxcopt with the consent of said Edison, his assigns or legal representatives; but they agree that
ns to all of the. other suits the North Amerioan Oompnuy shall have, the right to aud may compromise
aud settle the same in such manner and upon such terms as shall be satisfactory to it'; but no
settlement shall be made unless it inoludes the tnking-by'the defendant of a -license on the same
terms as granted to other sub-licensees other than the primury corporations or an agreement to
cease using the patented structure or- process. It unagreed that nil sums received or recovered
in settlement of claims or judgments for profits and. damages for infringement of any of the

Eiliaou patents covered by this lioonso agreement shall be retained by tfie North American Com*
pany to compensate it for any and all expenses incurred prior to suoh recovery in connection
with suob suit or any other suit based on said Edison pateuts, any snrplas remaining thereafter to
be paid to said Edison, his assigns or legal representatives. (The North Amerioan Company shall
have the right to grant the defendant in any suit based on auy of said Edison patents, except in
the said test suit, a release from all damages and profits recoverable in equity orat law for any
infringement of said patents.

In- ease said Edison requests the North Amerioau Company to commence suit, against an
alloged infringer ns to whom said Edison furnishes proof of infringement, and the North Amerioan
Company declines to bring suoh suit or fails to commence the same, within sixty days after such
request and submission of- such proofs of infringement, then the Said Edison may himsolf,- at
his own : expense, commenoe such suit, using the name of the North American Compdny if
necessary ; and said Edison may in such event compromise and settle BUcli suit tlpdn such
terms ns shall be satisfactory to him, provided, however, that no license shnll be granted
to any defendant except in the name of the North American Company, aiid upon the same
terms ns other sub licensee thou granted by the North American Oompuuy ; and
the said Edison may retain all sums received or recovered in settlement of claims or of judgments
for profits or damages. It is further agreed that in all suits which may bo hereafter commenced by
the North Amerioau Company based on the Edison patents contemplated and included in this
agreement the said Edison shnll be entitled to be represented by associate oouusel at his own
expense ; and that in all such suits as shall be commenced by said Edison as herein providod, the
North American Company shall be entitled to be represented by associate counsel at its own
expense.

Twelfth. The North American Company agrees to mark in a durable manner and in it
conspicuous place uuy apparatus embodying any invention shown, described and claimed in any of
the letters patent covered hereby, and whioh shall be manufactured or used , by it, with the. word
“ Patented " and the date of euoh of said letters patent as shall oover such apparatus ; aud the said
North Amerioan Company horeby admits and 'acknowledges tire validity of oil of the Said Edison
patent No: 802, (ill 1., and admits that said patent is good and valid, and tlmfc the. said Edison- and tlief
Edison Company have the right to grant this license undersold patent and agrees not to contest or1
dispute the validity of said patent so ,-loug n» said.pafejnt remains in .force and no judgment decree1'
or mandate- he entered adjudging said patent to be invalid' or limited in' Boo'po' as- set forth in
Paragraph Thiiu'ein'IH hereof, and so long as uoneof the rights and privileges of the North American
Company- hereunder- are cancelled by the said Edison, and Edison- Company ns herein provided,

Thiuteenth. In case any claim, of United States letters potent No, 80&.,e91 shall be finally
adjudged or decreed by any United States* Circuit Court of Appeals, or (if no appeal or writ of
orror is taken or perfected) by any United States Circuit Court to be invalid or limited in scope,-
whereby tbe apparatus and operations of the North American Company, or of any of
its primary corporations,, or of its other sub-licensees- hereunder shall- infringe no-
clium of said letters- patent No. 802,031, not so- adjudged or decreed- .to be invalid, the North
Amerioau Company or uny of its primary corporations or any other sueli sub-licensee shall, upon
giving written notice- to- sand Edison to that oll'eot, be- thereupon relieved mid discharged from tbe
rendering of any. account or the payment of auy royalties under this* agreement acoruin&snbseqnent
to tho entry of said, final judgment, .deereeior mandato-so- adjudging any such- ol aim* to-be1 invalid-
or limited in. scope. Ifcis- however, expressly uncfcrstooil and agreed by and between* RteTparties-
liereunto that under no circumstances shall the North' American Company and' its- primary
corporations be relieved, from its-nmUlic-iKob ligations to*pay royUlties- as* above1 provided to* said
Edisou on. tbe first twenty (20) million barrels of Portland- cement: clinker per year, suoh- royalties
to be-eqnad. in. amount-no. more- and no* less, to any. royalties- whioh shall be paid by the Edisou
Company to* the -North American Company up. to*nnd- including four (4)millionbnrtels-of- Portland,
cemenh sluikoi* pen year. under the Hurry & Seaman. license before roferrod-to,

FbmtTEEXrn- The North American Company s9pulatbs aud'agt-ees>witfi* the1 otfibP’ptrttfes'
heretorthahui-iiegptiating'with any prospective or present sub-licensees* Uhdei'tlrti-HtH-l-y^-Simtnan
license, where-said sub-lieensees-matte use off one owmore-kilus.of upwimlis-offotre-hiftidrSd'footMn-
length, every reasoimblb and proper, effort .will berniade- to* secure -from* said sub-licensee- a’ ffnb-’
license under said Edisou patents nntBappircnrions hereinbefore r reoitbd and subject1 to1 the terms
and conditions herein expressed.. In. the- event, -.however,- that any sub-lioonseo . refuses to acquire
a sub-license hereunder, the- B»id Edison aud. the- said Edison Company shall be
immediately notified of that fact wboreupon either tho North Amerioan Company will at the
written request of said Edison commence suit against said infringer for infringement of said pnl-

ent No. 802,631, or plhor.pntents included by this agreement which may be so infringed, or if tho
North American Company does not commence such suit within sixty (60) days after sucli request
the said Edison may himself commence and proseoute such suit, make such settlement thereof as
he may desire, and retain all recoveries in the way of damages and profits (but said Edison may
grant no license to any suoli defendant except in the name of the North American Company and
upon the same terms ns other sub-licenses then granted by the North American Company) ; and
the North American Company consents and agrees to join with said Edison in any suit or suits
which may thus be brought.

. Fifteenth. All notices or requests required or permitted to bo given by this agreement shall
be in writing and shall be given by delivering said notices or requests to the person or per-
sons entitled to receive the same or to an officer of the corporation entitled to receive the same, or
by depositing siioh notice or request in any post-office of the United States direoted to such.person
or persons or to suoli corporation or corporations at his, their or its lust known post-office address,
postage prepaid, and to be forwarded by registered mail. •

Sixteenth. In order that notice of the present agreement shall be given to the several
primary corporations of the North American Company the North American Company covenants and
agrees that in the grant of each and every sub-license to said primary corporations, ns herein pro¬
vided, a copy of the present license agreement shall be attached to and. made a part of each sub¬
license so granted to said primary corporations.

And the North American Company agrees within thirty days after the grant of each sub-
license to its said primary corporations to furnish a copy. of. the Bame to said Edison, duly certified
under its corporate seal by an officer thereof duly, authorized.

Seventeenth. The Edison Company hereby agrees for itself and its successors to keep a full
and accurate account of all Portland cement clinker made in rotary kilns upwards of one hundred feet
in length in any cement plant which said Edison Company or its successors in business now own or
may hereafter purohase, build, operate and exclusively own or control, and shipped by it or them
and to render suoli accounts to the North American Company ,ut least semi-annually on 'or before
the first day of March and September or each year, commencing September 1st, 1908,, covering the
total number of barrels of Portland, cement clinker shipped during the preceding half calendar year
ending respectively December 31st and June 30th that has been made in rotary kilns upwards of
one hundred feet in length j which accounts shall be verified by the proper executive officers of
the Edison Company having knowledge of the facts. The North American Company shull be
entitled at reasonable hours, personally or by representative, to examine the books of account of
such plants of the Edison Company and its successors, so far ns the same shall relate to the manu¬
facture of Portland cement clinker in kilns upwards of one hundred feet in length.

In case of the failure of the Edison Company to render any account above provided for
when tile same is due, the North American Company or its successor may give written notice to
said Edison Company of suoli default, requiring it to make good the same within sixty (60) days
after receipt of said notice, and notifying it thnt if suoli default be not made good within said time
the right and license hereby reserved to the Edison Company and its successors in. business to
make, use and practice the inventions of the letters patent aud’ applications above set forth to the
extent of four (4) million barrels of Portland cement clinker of 380 pounds each in any
one calendar year shall cease and terminate ; and in case snid default be not made good within said
period, snid right and license ns hereby reserved to said Edison Company and its successors shall
thereupon cease and terminate.

It is rpnTHEn aoueed by the said Edison and the said Edison Company that in case either of

them now or hereafter owns or controls any Canadian patents corresponding to the United States
patents and applications above referred to, and in case the North American Company or any one
of its primary corporations referred. to desires a licenso under any one or more of such Canadian
patents and makos written request therefor, a non-oxclusi-e license under tho Canadian patents
Specified in such request shnll thereupon be exeoutod and granted by said Edison or tho Edison
Oompuny, oither directly or. through the North Amorioan Company ; the form of said licenso to
correspond as closely as feasible to this license aud to contain similar privileges and releases •
royalty to bo fixed at three mills per barrel of 380 pounds of Portland cement olinker made in
Canada .in rotary kilns upward of 100 feet in. length and shipped by the Canadian licensee:; such
royalty to be paid by. the Canadian licensee during any calendar year only in oase the total ship¬
ment made during such calendar year in the United States, its territories aud colonial possessions
' by th° Nortl) Amoricun Compnuy and its. primary corporations referred to Bhall .

exceed 20,000,000 barrels.. In. case suoli aggregate shipment during, any - calendar year in the

United Stales of America, its territories and colonial possessions and in Canada, shall exceed •
20,000,000 barrels, the difference, if any, by whioh suoh aggregate shipment during said oalendar
year in the United States of America, its territories and ooloninl possessions falls below 20,000,000
barrels shall be apportioned among all suoh Oauadiau licensees, each receiving an apportionment' of
said difference proportional to suoh total Canadian shipment made by Bnid licensee during Bnid
calendar year ; and each licensee shall pay three mills per barrel royalty on all Portland' cement
olinker made in Canada in rotary kilns upwards of 100 feet in length and shipped by said Canadian
licensee during said oalendar year after the deduction from said amount of said proportional allow¬
ance to said licensee.

Eighteenth. The benefits and obligations of this agreement shall enure to nud be binding
upon the parties hereto, and their successors, assigns and legal representatives, except as hereinbe¬
fore spooifioully providod. None of the penalties heroin provided shall bo enforced against tho
North American Company by reason of any default on tho part of any one of its sub-licensees.

In witness wheiieop, tho parties hereto hnvo respectively sot their hands and affixed their
the said Edison Company and tho North American Company by their officers thereunto dnlv

STATE 0 )

County op j

On tliis day of January, 1008, before me personally oame Thomas A. Edison, to

me known ami kuown to me to bo one of the persons described in and who exeonted the foregoing
instrument, and lie acknowledged to me tlmt bo exeonted the same.

r. _ ,

STATE 0 )

County of $

On this ^ — day of Jauunry, 1908, before me personally oame
to me known, aud who, being by me duly sworn, did depose and say that he resided in Sa—jCnL
(Pu*sL*A-+ . ; that he is theJiu- flu**./- of the Edison Portland Cement Company, one of the

corporations described in and whioh oxeouted the above instrument ; that he knew the seal of said
corporation j that the seal affixed to said instrument was said corporate seal ; that it was so
affixed by order of the Board of Directors of the said corporation, and that he signed his n
. . thereto by like order.

JL.

zf. 4<~~,

STATE OP NEW YORK, )

‘ /i County of New York, 5 88, :

On this ? day of January, 1908, before me personally ciune juWiJAi
- to me known an (1 known to me, and who. being dulvsworn, deposed uiid snidOtlmt he resided in
\ that he is ther^il X&JMA of the North American Portland Cement

Company, one of the corporations described in and which executed the foregoing instrument; that
he knew the seal of said corporation ; that the seal ufiixed to said instrument was said corporate
seal ; that it was so adixed by order of the Board of Directors of the said corporation, and that he
signed his name thereto by like order.

[88584j

. - H *_S_ _ K\

NORTH .AMERICAN PORTLAND CEMENT
COMPANY

AND

EDISON PORTLAND CEMENT COMPANY

A G R E E M E N T .

/«?

TO ALL WHOM IT MAY CONCERN:

BE IT KNOWN, THAT WHEREAS, the NORTH AMERICAN
PORTLAND CEMENT COMPANY and -the EDISON PORTLAND CEMENT
COMPANY entered into a certain license agreement under date
of January 8th 1908, under United States letters patent
No. 645,031, and others, which said agreement provided
among other things for the payment of royalty from the Edi¬
son Company to the North American Company on Portland cement
made as provided in said agreement, and used, sold and
shipped or otherwise disposed of by the former on or sub¬
sequent to January 1st, 1907:

NOW THIS IS TO WITNESS, that the North American Com¬
pany in consideration of One Dollar and other good and
valuable consideration to it in hand paid by the said Edison
Company, hereby releases, discharges and acquits the said
Edison Company of and from any and all obligations to pay
royalty as provided in the aforesaid license agreement on
Portland cement used or sold and shipped or otherwise dis¬
posed of by it on or subsequent to January 1st, 1907, and
prior to January 1st, 1908; the obligation to pay royalty
as set forth in said license agreement, however, to apply
to all such Portland cement used or sold and shipped or
otherwise disposed of by the said Edison Portland Cement
Company on or subsequent to January 1st, 1908.

IN WITNESS WHEREOF, the said North American Port¬
land Cement Company has caused this instrument to be exe¬
cuted and its seal hereunto affixed this 8th day of January,

STATE OP NEW YORK )

:ss

County of New York )

On this fti . day of January, 1908, before
me personally came £ /^u, 7/^^CC to me known

and known to me, and, who , being by me duly sworn, deposed
and said that he resided in Tfat &£ ; that he

is the TslO^tU,^ & of the North Ameri¬

can Portland foment Company, one of the corporations de¬
scribed in and which executed the foregoing instrument; and
that he knew the seal of said corporation ; that the seal
affixed to said instrument was said corporate seal; that
it was so a - fixed by order of the Board of Directors of said
corporation, and that he signed his name thereto by like
order .

9^0 , /$. Jidy

t/J' cdt'iy /&&,

- RESOLUTIONS OF STOCKHOLDERS -

WSKEAS, at a meeting of the stockholders of
this Company held on February 28th, 1907, the following
resolutions were unanimously adopted, viz:

" RESOLUTIONS OF STOCKHOLDERS

RESOLVED: That it is advisable to
increase the preferred stock of the Company from
$2,000,000., to $3,000,000., divided into 20,000
shares of the par value of $50. each, and to
increase the common stock of the Company from
$10,000,000., to $12,000,000., divided into 40,000
shares of the par value pf $50. each; the said in¬
crease of the common stock shall be subordinate to
the rightB of the preferred stock, except that said
increase of common stock shall have equal voting
powers. The said preferred stock shall carry a
fixed cumulative preferential dividend, at the rate
of , but never exceeding Eight per cent (8$ per
annum on the par value thereof, and such dividends
shall be declared at such times as may be fixed by
the Directors or Executive Committee. If in any
year dividends amounting to Eight per cent (8 $)

per annum Bhall not be paid on Ruoh preferred stoci;
the deficiency Bhall he charged on the net profits
and he payable, hut without interest, before any
dividends shall he paid upon or set apart for the
common stock. The balance of the net profits of
Jche corporation, after the payment of said cumula¬
tive dividend at the rate of Eight per cent (8 %)
per annum to the holders of all the preferred
stock of the Company , may he distributed aB divi¬
dends among the holders of all the general or com¬
mon stock, as and when the Board of Directors or
Executive Committee shall, in their discretion, de¬
termine. And:

■WHEREAS, Mr, Thomas A. Edison has made
certain inventions relating generally to the art
of separating solid matter from gaseous currents,
which invention is capable of use in connection
with, and as an adjunct to, a rotary cement kiln,
and in other industrial arts and has filed appli¬
cations for letters Patent of the United States on
said inventions as follows

Cement Burning Apparatus, filed October
34, 1906, Serial Ho. 340,299,

Apparatus for Burning Portland Cement,
filed November 26, 1906, Serial No.
345,041,

Apparatus for Burning Portland Cement,
filed November 26, 1906, Serial No.
345,042,

Cement Burning Apparatus, filed November
26, 1906, Serial No, 345,043,

Blast Purnaoea, filed November 26, 1906,
Serial No. 345,044,

-3-

Apparatus for Grinding Coal, filed
November 27, 1906, Serial No. 345,329,

and has agreed to sell certain rights in and to the
invention and inventions in this country and in and
to Letters Patent to be granted therefor in this
country in consideration of the issue to him of
the said $2,000,000. increase of common stock of
this Company;

RESOLVED: That it is advisable that the
rights of the stockholders to subscribe to Bald in¬
crease of Btock be waived, and that the officers
of the Company be authorised and directed to sell
and dispose of Baid $1,000,000. increase of pre¬
ferred stock and $2,000,000. increase of common
stock to persons other than stockholders, and to
sell and dispose of said $2,000,000. increase of
common stock, in the purohaBe from the said Thomas
A. Edison of the said rights in and to the Baid
inventions and Letters Patent, in their discretion;

AND 'WHEREAS, the terms of the agreement
under which the said Thomas A, Edison has agreed
to sell to the said Company, the said rights in and
to the said invention and inventions in this Country
and in and to Letters Patent to be granted therefor
are set forth in said proposed agreement, a copy
of which is as follows:-

MEMORANDUM OP AGREEMENT made this
day of 'between THOMAS A. EDISON of

Llewellyn Park, Orange, Hew Jersey, of the firBt
part, and THE EDISON PORTLAND CEMENT COMPANY, a
Hew Jersey corporation of Stewart sville , Hew Jer¬
sey, of the second part:

WHEREAS, said Edison has made certain in¬
ventions relating generally to the art of separatiig
solid matter from gaseouB currents, which inven¬
tions are capable of use in connection with,
as an adjunct to, a rotary foment kiln, and also
in connection with, and as an adjunct to, blast
furnaces, and in connection with the fine grinding
of coal, and in other industrial arts: and

WHEREAS, the said Edison has filed applica¬
tions for Letters Patent of the United States on
said inventions as follows:

Cement Burning Apparatus, filed October
24, 1906, Serial Ho. 340,399,

Apparatus for Burning Portland Cement,
filed November 26, 1906. Serial Ho.
346,041,

Apparatus for Burning Portland Cement,
filed November 26, 1906, Serial Ho.
345,042,

Cement Burning Apparatus, filed November

26, 1906, Serial Ho. 346,043,

Blast Purnaces, filed November 26, 1906.
Berial Ho. 345,044,

fSr Grindine Coal, filed November

27, 1906, Serial No. 345,329,

AND WHEREA8, the said Edison is now conduct¬
ing experiments for the purpose of demonstrating tls
practical efficiency of the said inventions as ap-

-4-

plied to the oement kiln, and contemplates making
future elaborate experiments to demonstrate the com
mercial practicability of the inventions aB applied
to blast furnaces, and other industrial apparatus;
and

WHEKEAS, the said Company is desirous of
acquiring, and the said Edison is willing to sell,
certain rights in and to the said inventions in
this oountry, and in and to the Letters Patent
to be granted therefor in this country;

HOW, THEREFORE, for and in consideration
of the premises and of one dollar in hand paid by
each party to the other, receipt of which is hereby
acknowledged, the parties have agreed as follows:

(1) Said Edison agrees to carry on the ex¬
periments which he is now making to demonstrate the
commercial practicability of the inventions as ap¬
plied to oement kilns at his own expense, and fur¬
ther agrees as Boon as his engagements will permit,
to carry on further experiments at his own expense
to demonstrate the commercial practicability of the
inventions in connection with, or &s an adjunct to,
other forms of industrial apparatus, suoh as blast
furnaces, coal, grinding apparatus, etc.

(2) The said Edison agrees to execute a
proper assignment vesting in the Company, its suc¬
cessors and bb signs, the entire right, title and
interest in and to the said inventions for the
United States, bb described in said applications
above identified, in connection with any art
with which said inventions may be used, together
with any letters Patent of the United States to
be granted therefor, including the applications

above identified. The said assignment, however,
is to be made and executed only upon the notifi¬
cation by said Edison to the Company of the suc¬
cessful termination of his experiments and the
issue to him of the capital stock in considera¬
tion therefor, as hereinafter provided;

(3) The sale of the inventions herein con¬
templated shall , if made , as applied to the cement
industry, be absolute, and any patents granted
thereon, so far as they shall relate to the cement
industry, or be used in connection therewith,
shall be the sole and absolute property of the com¬
pany, its successors or assigns. If, however,
rights in the inventions and under any patents
granted therefor in connection with any other in¬
dustrial arts than the oement business, shall be
granted by the company, whether by the sale of
said patents, the granting of territorial or other
licenses thereunder, or agreements for the payment
of royalty, then, in that event, any consideration
that shall be received for such rights in cash or
stook or otherwise, shall be divided between the
said company and said Edison in the proportion of
90 per cent to said Edison and 10 per cent to said
Company,

(4) The Behind of Directors of the Company
have adjudged and declared that if the experiments
which the said Edison is now conducting are suc¬
cessful, a fair value of the rights herein contem¬
plated is Two Million Dollars ($3,000,000.), and
they believe that the acquisition of said rights
-6-

is necessary for the business of the Company, and
to carry out its contemplated objects, contingent,
hov/aver, upon the suooess of said experiments.

The Company therefore agrees in consideration of
the sale id it of the rights herein contemplated,
and upon the execution and delivery of a formal
assignment thereof, and upon receipt of notice
from said Edison that his said experiments have
terminated successfully, to issue to said Edison,
or to such nominees as he may in writing hereafter
direct, certificates of common stock of the Company
to the aggregate amount of Two Million Dollars
($2,000,000.) , and the shares of Btook to be so
issued shall be deemed to be, and are hereby de¬
clared to be full paid shares and not liable to
any further oall, and the holders of such stock
shall not be liable to any further payment thereon.

(5) It is agreed by and between the parties
hereto that insofar as the rightB herein contem¬
plated shall involve the company in litigation for
infringement of patents, riOieBhall require the bring¬
ing of suits for infringement of its own patents
as the same shall relate to the cement industry,
the arrangement now in force between the parties
for the joint handling of Said suits and payment
therefor, Bhall be in no wise changed or modified.
If, however, the company grants any rights to
others to use the said Inventions in other arts
than the cement business, and its licensees, or

other representatives, are sued for infringement
hy such use, or if the company when requested to
do so hy said Edison finds it necessary to bring
suits in its own name against infringers of its
patents in other fields than the cement industry,
then in that event, the expense involved in such
litigations shall he Jointly borne hy the parties
hereto in the proportion of their respective
rights hereunder, n;imely - 90 per oent hy the said
Edison and 10 per cent hy the said company.

(6) The said Edison hereby covenants and
agrees with the company upon the request and at
the cost of the company to execute and do all Buch
further assurances and things as shall reasonably
he required hy the company for vesting in it the
property and rights agreed to be hereby sold, in
giving to it the full benefit of this agreement.

(7) It is understood hy the parties hereto
that this agreement shall not in any way affect
the existing contracts between the parties for the
payment of royalties to said Edison hy the couyany
for the use of machinery embodying his inventions.

Ilf WITHESS YTHEKEOF , the parties have execut¬
ed this agreement in duplicate the day and year
first above written.

ARE TOIEBEAS, it appears to the stockholders
that the said rights in and to the said inventions
and Letters Patent are necessary for the business
of the C 01150 any.

RBSOIVED: That said rights in and to the
said inventions and Letters Patent are necessary for
the business of the Company and that the said in¬
creased common stock, in the judgment of the stock¬
holders is the amount of the value thereof, and
that the officers of the Company be and they are
hereby authorized and requested to purchase the
said rights in and to the said inventions and
Letters Patent from the said Thomas A. Edison for
the said price and to issue said $2,000, 000.,
increase in common stock to him in payment there¬
for and that they are hereby authorized and request¬
ed to execute the said agreement on behalf of the
said Company with the said Thomas A. Edison."

AMD THEREAS the following communication has been
received from Thomas A. Edison in reference to the matters
covered in and by the foregoing resolutions, viz:

To the Stockholders of the

EDISON PORTLAND CEMENT COMPANY,

Gentlemen: -

By resolution of the stockholders, unanimous¬
ly adopted on Eebruary 28th, 1907, the Directors were au¬
thorized to purohas^ycertain rights in and to the several
inventions and Letters Patent referred to in Baid resolu-

•9-

tionB in consideration of Two Million Dollars ($2,000,000.)
in common stock of the Company, contingent however, upon the
successful termination of the experiments which I have been
conducting in connection with Baid inventions. By reason
of circumstances entirely Beyond my oontrol I have not
been able to oonolude the experiments in question, and am,
therefore, not in a position to express a sufficiently
definite opinion thereon, although I believe the inventions
are entirely practicable and > are of great value. Under the
circumstances, I propose that the Company shall acquire the
inventions in question, together with the letters Patent
which may be granted therefor, without waiting for the suc¬
cessful termination of the experiments, which may take
some time to oonolude, and as additional consideration for
the payment to me of said Two Million Dollars ($2,000,000.)
increase of common stock of the Company, I will assign
to the Company the following additional property:

(1) Patent Ho. 861,819 dated July 30, 1907,
for "Discharging Apparatus for Belt Conveyors" and the
invention covered thereby, to be assigned to the Company,
subject to the terms and conditions aB the other inventions
and Betters Patent recited in said resolutions and referred
to in the proposed memorandum of agreement incorporated
therein. AIbo, reissue application of said patent filed
November 30, 1907, Serial Ho. 404,627.

(2) An assignment of the invention covered by
application for Betters Patent filed June 14, 1907, Serial
Ho. 378,889, for "Bucket Conveyors", and the Betters Patent
to be granted thereon, subject to the same termB and condi¬
tions .

-10-

(3) An assignment of the invention covered by
application for Letters Patent filed June 26, 1907, Serial
Ho. 380,948 for "Sprocket Chain Drive", and the Letters
Patent to "be granted thereon, subject to the same terms
and conditions.

(4) An assignment of the invention covered by
application for Letters Patent filed Hovember 22, 1907,
Serial Ho. 403,300 for "Conveyors" and the Letters Patent
to be granted thereon, subject to the same terms and con¬
ditions.

(5) An assignment of an application about to be
filed on "Improvements in Apparatus for Heeding Pine Ma¬
terials" now in use in connection with one of the kilns
at the Company's plant, including said invention and the
Letters Patent to be granted thereon, subject to the some
terms and conditions.

(6) An option to purchase the so-called "Raub"
property, situated in the Township of Oxford, Warren
County, New Jersey, and now owned by me, with the lime¬
stone quarry located thereon, but reserving to myself the
zinc and other mineral rights (not including limestone),
said option to be exercised within two years from the
date hereof, and the price to be paid being the actual
cost to ms with interest at o/°.

Yours very truly,

Thomas A. Edison.

-11-

AtlD WHEREAS , the stockholders are desirous of
acquiring the additional consideration referred to in the
above communication from Thomas A. Edison, and also the
inventions and letters Patent specifically included in
said resolutions, without waiting for the oonpietion of the
experiments referred to in their former resolutions.

AKD WHEREAS, it is proposed to modify the said
memorandum of agreement recited at length in said resolu¬
tions by incorporating therein the several additional inven¬
tions and Letters Patent referred to in said letter from
Thomas A. Edison, and by also including therein the right
and option to acquire the said Raub property, subject to
the conditions above recited.

RESOLVED; That the said rights in and to the
said inventions and Letters Patent, including the invention I
and Letters Patent specifically referred to in Baid reso¬
lutions, and in and to said option are necessary for the
business of the Company, and that the said increased com¬
mon stock in the judgment of the stockholders iB the amount
of the value thereof, and that the officers of the Company
be and they are hereby authorized and requested to purchase
the said rights in and to all of the said inventions and
letters Patent and in and to said option from the said
Thomas A. Edison for the said price and to issue said Two
Million Dollars (#2,000,000.) increase in common stock to
Mm in payment therefor, and that they are hereby authorized
and requested to execute the said agreement as it is pro¬
posed to modify the same , on behalf of said Oonipany with
the said Thomas A. Bdison.

AMD 'flHEHEAS, it appears to the Board of Directors
that the said rights in and to the said inventions and
Betters Patent and in and to said option, referred to in
said resolutions, are necessary for the husiness of the
said Company.

RESOLVED: • That the said rights in and to the
said inventions and letters Patent, and in and to said op¬
tion are necessary for the husiness of the Company and
that the said increased common stock, in the judgment of
the directors, is the amount of the value thereof;

RESOLVED: That the officers of this Company are
hereby authorized and directed to execute on behalf of the
Company the agreement with the said Thomas A. Edison set
forth in the said resolutions of the stockholders, as the
same may be modified by including also the inventions,
letters Patent and option referred to in said letter from
Thomas A. Edison.

RESOLVED: That the said officers of this Company
be and they are hereby authorized and directed to purchase
the said rights in and to the said inventions and Letters
Patent and in and to said option for the said price, and
upon the receipt by them of proper assignments vesting in
this Company, its successors and assigns, the rights in and
to the said inventions and Letters Patent as provided in
said agreement, together with an option to purchase said
Raub property as above provided, to issue said $2,000,000.
increased common stock to the said Thomas A. Edison in pay¬
ment therefor.

-13-

AGKBE^OTTT mad© this 15 -' •day of J

1908, by and between THOMAS A. EDISON, of Orahgl , Hew
Jersey, of the firBt part, and THE EDISON PORTLAND CEMENT
COMPANY, a corporation organized under the laws of the
State of Hew Jersey, of the second part; WITNESSETH:

WHEREAS, by agreement between the parties hereto
dated the ninth day of June 1899, it was provided that the
Company should be entitled to an exclusive lioense under
certain inventions, patents and applications therefor of
said Edison, limited, however, to the manufacture of cement
only in the United States and Canada, and in partial con¬
sideration for such rights and licenses for the practioe
of said inventions by the Company, and in payment for the
services of said Edison to the Company, the said Edison
was to receive certain royalties as fully set forth in
said agreement; and

WHEREAS, it is provided throughout the said
agreement that a barrel of oement whenever referred to
should be understood as meaning a barrel of four hundred
(400) pounds, when in point of faot the parties have al¬
ways contemplated and did at the time of the exeoution
of said agreement contemplate the standard barrel of three
hundred and eighty (380) pounds; and

WHEREAS, it is provided in said agreement as
followB:-

-1-

i'-/- ‘

and

heretp that the above provisions of said agreement; of
June 9th, 1899, are not clear, and it is doubtful if they
express the intention of the parties thereto; and

WHEREAS, a license was on the 8th day of January
1908, granted by the parties hereto to the North American
Portland Cement Company under certain Edison patents and
applications therefor to which the rights of the Edison
Company apply, and under which royalties are expected to
be paid; and it is desirable that the intention of the
parties as to the distribution of such royalties, or any
other royalties or payments which may be made by subse¬
quent licensees, excluding the Edison Company, under
Edison patents and applications therefor, shall be clearly
expressed i

NOW, THEREFORE, for and in consideration of the
sum of One Dollar to each in hand paid by each of the
parties hereto by the other, receipt of whioh is hereby
acknowledged., the parties have agreed as follows :-

(1); The word “barrel" wherever used in said agree¬
ment of Junb 9, 1899, even when specifically qualified by

-2-

Anu it is further understood and
agreed that if the said Company shall grant
any rights to manufacture under said EdiBon
patents to other persons, firms, companies,
or corporations, in all suoh oases the said
party of the first part (said Edison) shall
receive from said party of the second part
(the Company) the same amount of royalty
per every 400 pounds as if such cement were
manufactured by said party of the second
part; "

l, it is agreed by and between the parties

the words "of four hundred pounds" or similar expression,
shall he always interpreted to mean a standard barrel of
throe hundred and eighty (380) pounds.

(2) Whenever any license is granted under any
Edison patent or patents (to which the Company has rights
under said agreement of June 9, 1899) to any person, firm
or corporation (other than the Edison Company) and royal¬
ties or other payments are received therefrom without cost
of collection or litigation by either party, any such
royalty or other payment shall be divided in the propor¬
tion of eighty (80) per cent to the Company and twenty
(20) per cent to said Edison, his heirs or assigns. The
same arrangement shall apply to all royalties or other
payments received from the aforesaid license to the Korth
American Portland Cement Company, or any 3ub-lioenses
granted thereunder. If, however, it should become neces¬
sary to bring suit on any of said patents to enforce the
collection of royalties from the ITorth American Portland
C8ment Company, or any of its sub-licensees, or by suit
based on any of said patentB to enforce payment of royal¬
ties or damages for the use of the Edison patents by
others, the said Edison shall have the option to carry
on such litigation at his own expense, but in such case
any royalties or payments received as an outcome of such
litigation shall be distributed in the proportion of
sixty-five (65) per cent thereof to said Edison, hiB heirs
and assigns, and thirty-five (35) per cent thereof to the
Company. If; however, the said Edison should decline
or be unable to carry on any necessary litigation for
the collection of royalties or payment of damages for
tho use of the Edison patentB, the Company may undertake
the same, but, in suoh oace any royalties or payments

-3-

received as an outcome of such litigation ishall tie distri¬
buted in the proportion of eighty (80) per cent thereof to
the Company and twenty (20) per cent thereof to said Edison,
his heirs and assigns.

(3) The said agreement of June 9, 1899, shall
remain in full force and offect. as defining the understand¬
ing of the parties thereto, except, as above provided, and
also as the same may have been modified and interpreted by
agreement, between the parties hereto, made the 16th day
of April, 1902,

TS WIT15BSS ’WI05EE0E the parties hereto have execut¬
ed this agreement in duplicate the day and year first
above written.

The Edison Portland Cement Cc .

'NNte'Wv cxStfi. OTA/ Y,^ •

ICLT0V7 ALL 3.031-7 .BY THESE PRESEHTS, t'nat we
THOI.IAS ALVA EDIS01T and JII1TA HILLER EDIS01T, his wife, of
Llewellyn Park, Orange , County of Essex and State of Hew
Jersey, as a part consideration for and in consideration
of the issuance to the said TH021AS ALVA EDISOII of common
stock of THE EDISOII PORTLAND CS.05TT COMPANY, a Hew Jersey
Corporation of Stewartsville, Hew Jersey, of the par value
of Two Hillion Dollars (§2,000,000.00) have granted and do
hereby grant to the said THE EDISOiT PORTLAiTD CESITT COH-
PAHY the right and option to purchase within the period of
two years from the date hereof, all the right, title and
interest which we have or may hereafter have in and to the
hereafter described property known as the "RAUB PARI t", upon
the payment to the said THOHAS ALVA EDISOII of the sum of
ITine Thousand Six Hundred and Eight Dollars (§9, 608. 00) to¬
gether With interest thereon horn July 33, isor, at SIX

per cent per annum; subject to the following conditions,
namely that in any conveyance made under the option hereby
gran'ted the title to the property known as the "RAUB PARM"
together with the limestone quarry thereon, shall be in¬
cluded, but there shall he reserved to the grantors the
sine and all other mineral rights (with the sole exception
of the limestone) and the grantors shall have the right
of entry for the purpose of developing and exploiting the
mineral rights so reserved.

The said^'RAUB PAR1I" , an option for the purchase
whereof is hereby granted, comprises the two adjacent
tracts of land, described by metes and bounds as follows :

AHythat tract or parcel of land or premises
situated, lying or being in the township of Oxford, in

the County of Warren, in the State of Hew Jersey and
hutted and hounded as follows: Beginning in the centre
of the road where the Bridgeville Oxford road crosses
the Buttzville Hazen road and runs thence (1) north
eighty-six degrees and thirty minutes East two chains
and seventy-three links to point in centre of road,

(2) north eighty-four degrees and thirty-eight minutes
east eleven chains and sixteen links to point in Buttz¬
ville road, (3; South four degrees west fifteen chains
and seventy-two links to a corner, (4; ITorth eighty de¬
grees west twelve chains and sixty links corner in fence
Pittengers corner, (5) South twenty-seven degrees west
eight chains and eighty-nine links corner to railroad
line, (6) South eighty-nine degrees west eleven chains
and forty-four links corner in fence Radies corner, (7)
ITorth twenty-eight and one-quarter degrees west forty-

five dial no etna, fortjr-ono xirOco oornor on Side niili'

hunch of sprouts Raub's corner (8) South eighty-six de¬
grees forty-five miniites east four chains and eleven links
to stake, (9) South seventy three degrees east four
chains and twenty-five links to corner in fence, (10)
Horth eighty-five degrees and fifty minutes east ten
chains and sixteen links to stake arid stones, (11) South
fourteen degrees east fourteen chains and twelve link3
to stake centre of road leading to Hazen thirty-five
links from Walnut tree ITorth ton degrees ten minutes west,
(12) South fifty degrees east ten chains and seventy-two
links to point in road leading to Hazen, (13) South seven¬
ty-nine degrees east six chains and fourteen links to
the place of beginning, being the forks of the road South
of Mansion House forty two links Horth sixty degrees
east from Apple tree Containing eighty- eight acres and

and fifty-four hundredths of an acre of land as surveyed
by R. D. Huff July 1907; and

All that tract or parcel, of land and premises
hereinafter described, situate, lying and being in the
township of Oxford, County of V/arren and State of Hew
Jersey, and butted and bounded as follows; Beginning at
the easterly corner of the tract of land described in
the preceding paragraph of this instrument and running
thence .(1) South three and one-half degrees east, eight
chains and forty-five links to a corner near Pin Oak,
Hixon's corner; (2) Horth eighty degrees west, nine
chains forty-one links to 3take, edge of road; (3) ITorth
nine degrees east, eight chains and thirty-one links to
a corner in the fence, Pittenger's corner; (4) South
eighty degrees east, eight chains and sixty links to
the place of beginning, containing seven acres and. fifty-
four hundredths of an acre, adjoining the tract of land
containing eighty-eight acres and fifty-four hundredths
of an acre particularly described in the preceding para¬
graph of this instrument.

Ill VIETCESS Y/HEKEOP we have set our hands ajjd
seals hereto this 15th day of May in the year of our
Lord, 1908.

di • A? _

MJMORAHEUM 03? AGRESJEHT made this 15th day of
May, 1908, between THOMAS A. EDI SOU, of Llewellyn Parle ,
Orange, Hew Jersey, of the first part, and THE EDIS01T
PORTLAND CEMEHT COMPAHY, a ITew Jersey Corporation of
Stewartsville, Hew Jersey, hereinafter called the
Company, of the second part, WITHES SETH:

WHEREAS hy an assignment of even date herewith,
said Edison has assigned to the said Company certain
new and useful inventions which he has, made, together
with the applications for patent therefor and the patents
granted or hereafter to he granted upon said applica¬
tions, the following being a list of the said applica¬
tions and the patents already granted thereon:

- . . ^^CATIOIT for CEMEHT BURHIHG APPARATUS, filed
October 24, 1S06, serial Ho. 340,299;

4™SATI0-'T f0LAPS-US R0R BURHIHG PORTLAND
CEuElTi , uled Hover/iDer 26, 1906, serial llo. 345,041;

^P5I1CtATI01T for APPARATUS EOR BURHIHG PORTLAUD
CEtUkTT , filed Uovember 26, 1906, serial Ho. 345,042;

APPLICATIOH f0r CE®TT BURHIHG APPARATUS, filed
Hovemner 26, 1906, serial ITo. 345,043;

26, 1906,

APPLI CATI01T for BLAST EURUACES ,
serial Ho. 345,044;

filed Uovember

^ n „ APPLICATIOH for APPARATUS EOR GRIHDI1TG COAL
filed Uovember 27, 1906, serial Ho. 345,329;

,, _Qn_ APPLICATIOH for BUCKET COHWORS, filed June
14, 1907, serial Ho. 378,889;

t APPLICATIOH for SPROCKET CHAIH DRIVE, fi'

June 26, 1907., serial Ho. 380,948;

1907 COHVEYORS , filed Hovambe:

J.90?, serial Ho. 403,300;

APPLICATIOH for
PEEDIHG EIHE MATERIAL. now
filing; ’

IMPROVEMENTS IH’ APPARATUS EOR
r in course of preparation for

RETT f0r DISCHARGIHG APPARATUS EOR

B33LT COHVEYORS , dated July 30, 1907, Ho. ' 861, 819, and

whereas it is the intention of the parties
I hereto that while the said Company shall he the sole and
absolute owner of the said inventions, applications
and letters patent granted or hereafter to he granted
and shall have the sole and exclusive right to use the
said inventions, applications and letters patent so far
as they relate to the cement industry and shall .have the
sole right to grant licenses or other rights thereunder,
that nevertheless, if any rights are granted in or to or
under any of the said inventions, applications and let¬
ters patent by the said Company for use in other in¬
dustries than the cement industry, the said Company shall
pay to the said Edison ninety per cent of all such con¬
siderations;

BOW, THEREFORE, In consideration of the prealeea
and of the s« of On. hollar In hand pald hy eaoll of the
parties hereto to the other, receipt of which Is hereby
acknowledged, IT IS mrrh, „y let».en the parties
hereto as follows:

THE EDISOE PORTLAND CBUOT C0MPA1TY for itself,
its successors and assigns, in receiving the said abso¬
lute title in and to the said inventions, applications
and letters patent, as granted by the said assignment of
even date herewith, agrees with the said Edison that if
the said Company shall grant any rights for or in con¬
nection with any industry other than the cement industry,
any third party in or to or under the said inventions,
applications or letters patent, whether by the sale of
said patents, or the granting of territorial or other
licenses thereunder or by agreements for the payment of

I royalties, or otherwise, then in that event any considera¬
tions received by the said Company for such rights in cash,
stock. or otherwise shall be divided be Ween the said Company
and the said Edison in the proportion of ninety per cent to
the said Edison and ten per cent to the Company.

IT IS FURTHER AGREED that if the Company grants any
rights to others to use the said inventions, in other arts
than the cement industry and its licensees or others who
obtain such rights shall be sued for infringement by reason
of the use of the said inventions; or if the Company, when
requested to do so by the said Edison, finds it necessary
to bring suit in its own name against infringers of the said
patent b already granted or hereafter to be granted in other
fields than the cement industry, then, in that event, the
expenses involved in such litigations shall be jointly borne
by the parties hereto in the proportion of their respective
rights hereunder, nans ly, ninety per cent by the said Edison
and ten per cent by the said Company.

Ill WITNESS WHEREOF the parties have executed this
agreement in duplicate, the day and year first above written,

A*7 /?<*?

—rf-

■ MEMORANDUM 03? AG-REKiiEHf , entered into this /oS",*
day of February, 1909, by and between THOMAS A. EDISON, of
Llewellyn Park, Orange, Hew Jersey, party of the first
part, and SHE EDISON PORTLAND CSuSTT COMPANY, a corpora¬
tion organized and existing under the laws of the State
of Hew Jersey, and having an office at West Orange, in
said State, party of the second part, WITHES SETH THAT:

WHEREAS , the party of the second part was on
the 1st day of February, 1909, and is now, indebted to the
party of the first part in the sum of five hundred and
seventy seven thousand and fifty dollars and eighty four
cents ($577,050.84) as evidenced in part by certain in¬
terest bearing promissory notes given by the party of the
second part and now owned and held by the party of the
first part, and amounting with interest up to February 1,
1909 to five hundred and thill tv thousand eight

hundred and thirty dollars ank/'sWty six cents ($533,830-
.06), a list containing theidate\ and amounts of said
notes together with accrued interest to February 1,1909
being hereunto annexed as "Schedule A" and the remainder
of said indebtedness amounting to forty three thousand

and two hundred and twenty dollars and eighteen cents
($43,220.18) being carried as open accounts on the books
of the party of the first part, and being also listed on
"Schedule A", and

WHEREAS, the party of the second part is de¬
sirous of borrowing from the party of the first part the
Sian of one hundred and twelve thousand dollars ($112,000),
for the purpose of making certain alterations and improve¬

ments in its cement plant at Stewartsville , H ew Jersey,

of which the sun of thirty seven thousand five hundred
and ninety four dollars ($37,594) lias been already paid
to the party of the second part hy the party of the first
part as evidenced by certain of the aforesaid promissory
notes of the party of the second part now owned and held
by the party of the first part and which are included in
the aforesaid sum of $533,830.66 as shown by "Schedule A";
and

WHEREAS, the party of the first part is will¬
ing to lend the unpaid balance of the said sum of one hun¬
dred and twelve thousand dollars ($112,000) to the party of
the second part and to accept its promissory notes to cover
the said unpaid balance, to wit: seventy four thousand
four hundred and six dollars ($74,406.00),

NOW, THEREFORE, in consideration of the pre¬
mises and of the sum of one dollar ($1.00) in hand paid
by each of the parties to the other, the receipt whereof
is hereby acknowledged, it is hereby agreed as follows:

The party of the first part agrees to extend
the time within which the said existing indebtedness to
him by the party of the second part, to wit: $577,050.84,
shall be payable for a period of three years from February
1, 1909, and to accept promissory notes bearing interest,
payable annually, from said date and running for a period oJ'
three years, in payment of said notes and open accounts of
"Schedule A", and to pay to the said party of the second
part in such instalments as may be convenient to the party
of the first part the unpaid balance of said loan of one
hundred and twelve thousand dollars ($112,000), to wit:
$74,406.00 upon delivery to him of interest bearing prom¬
issory notes corresponding to such instalment payments and

executed by the party of the second part and running for
a period of three years from the date or dates thereof;

The party of the first part further agrees that
if at any time prior to the date of maturity of any of
said three year notes herein provided for, the party of
the second part desires to reduce its indebtedness to the
party, of the first part, the said party of the first part
will accept as partial payments upon said notes any and
all sums which shall be paid to him by the party of the
second part, interest thereupon ceasing upon all amounts
so paid from the date of payment, and

The party of the second part agrees that if
during any part of the period covered by said three year
notes or of any of them prior to their maturity, its
business shall prove sufficiently profitable so that it be¬
comes possible for it to make payments upon said notes with
out impairing its working capital or embarrassing its cenen'
business, it will upon being requested so to do by the
party of the first part, pay to the party of the first
part such sums as it may have at its command or be able to
realise to be applied upon its said indebtedness as partial
payments upon said three year notes.

IIT WITNESS WHEREOE, the party of the first part
has hereunto affixed his signature, and the party of the
second part has caused its name and seal to be hereunto

"SCHEDULE A1

- NOTE INDEBTEDNESS -

DATE AMOUNT _ DUE

June 1, 1908

Oot. 7, 1908
" 30,

Nov. 4,

ITov. 5 ,

" 14,

» 18,

" 25,

Deo. 10,

" 19,

" 21,

" 26,

Jan. 1, 1909
» 4,

15,

18,

25,

| 7,564.20
10,000.00
10,000.00
10,000.00
10,000.00
10,000.00
10,000.00
20,000.00
20,000.00
20,000.00
20,000.00
20,000.00
25,000.00
25,000.00
25,000.00
25,000.00
50,000.00
50,000.00
10,000.00
10,000.00
10,000.00
5,000.00
5,000.00
5,000.00
5,000.00
5,000.00
5,000.00
5,000.00
5,000.00
5,000.00
5,000.00
5,000.00
5,000.00
5,000.00
5,000.00
5,000.00
7,500.00
2,500. 00
482,564.20

June 1, 1909

Eeb.

Moh.

28;

5 ,
16,
18;

» 26,
May 1,
" 4,

11,

14,

15,
18,
25

1909

$482,564. 20

Notes covering suras advanced as a part of
proposed loan of $112,000.

Dec. 17, 1908
Jan. 6, 1909
Jan. 16, "

18,797.00

9,398.50

*37,5*94.00"

37,594.00

Interest to Eeb. 1, 1909 - -
Total note indebtedness -

$533 , 830.66

Brouglat Forward

§533,830.66

OPHT ACC0U1TT I1TOEBTEDHESS -

Open account to Jan.l, 1909,
with interest added to Feb.l, 1909

Jan. 27, 1909 -Cash §3,617.45

4 days interest - 2.41

Jan. 31, 1909 -Interest on cash
advanced to Pohatcong R. R. -
Total open aooount indebtedness - -

38,795.66

3,619.86

Total Hote and Open Account indebtedness

$3577,050.84

Memorandum of Agreement made this third day of August,
1909, by and between the North American Portland Cement Company
(hereinafter oalled the Licensor) and Edison Portland Cement Company
(hereinafter oalled the Licensee.)

WHEREAS, the Lioonsor and Licensee have heretofore made
and executed a oertain license agreement daiod January 13, 1909,
and a supplement i thereto dated Hay 1, 1909, and desire to make the
modifications hereinafter set forth therein.

Nov/ therefore the said Licensor and Licensee, in consider¬
ation of the premises and other valuable considerations from eaoh
to the other moving, have mutually agreed and by these presents do
hereby mutually agree as follows:

Until January 1, 1910, the minimum prices established by
the Licensor under said license ' agreement and supplement shall bo
five cent a per barrel above the prices in foroe thereunder on
July 3i, 1909, in the territory in whioh minimum prices were in
foroe on that date and ninety-five (9B) cents per barrel plus
Northampton freight,.; rate in the District of Columbia, the States
of Dolawore and that portion of Maryland in Territory A.

The Traffic Committee of the Licensor shall consist of
nine members of whom six members Bhall be appointed by the North
Amerioan Portland Cement Company, and three members appointed by the
Licensee Companies, who are not primary licensees of the North
Amerioan Portland Cement Company.

The Amendment Committee .shall consist of five members,
of whom three 'members shall be appointed by the North Amerioan
Portland Cement Company tuid two members appointed by the Licensee
Companies, who are not primary licensees of the North American
Portland Cement Company.

A majority vote of all the members of eaoh oommittee
Bhall govern.

Any matters pertaining to the question of prides, terms
and conditions gpverning the sale of cement must he ref err el to the
Amendment Committee for consideration, otherwise they cannot he
acted upon hy the Lioensor. ', \

33T WITNESS WHEREOF the lioensor has caused the presents
to he executed hy itB President and the licensee has caused the
same to he exeouted hy the Chairman of itB Board and its Vice-
President the day and year first above written.

Richard W. Kellow File
Real Estate and Insurance (1903-1910)

This folder consists primarily of agreements relating to real estate
owned or leased by Edison or members of his family. Included are
documents regarding the purchase of property at 1 0 Fifth Avenue, New York
City; the rental of Edison's property in Bloomfield and Belleville, New Jersey;
and landscaping at his winter home in Fort Myers, Florida. Also included is
correspondence from Thomas A. Edison, Jr., concerning the leasing of land
in Salisbury, Maryland, for William Leslie Edison, along with items pertaining
to insurance on the Edison Phonograph Works and on Edison's property in
Ogden, New Jersey. The documents are from envelopes 26, 30, 41 , 72,
119, 121, and 149.

2/ll/03/EAJ/t

| CLw \jlcJL JLLJfctT

in re Insurance:

Mr. W. S. Mallory, V. P.

■ Bear . Sir : —

In reply to your favor of the |9th inst
1st, the amount of insurance expiring by months, is as
follows: 1

April

May

June

October

November „

December

January 1904

February

$10,000.
500.
2,500.
54,750.
35,000. •
22,500.
20,800.
1.800.
$147 ;-85-d—

1*$-

per hundred. Buildings and machinery $1.26 to $1.5627

3rd. The amount we will save in case we shut down the

Power plant will be, labor- $3.60; wood-$3.80, total $7.40 per day,

equal to month of 30 days- $222.

4th. Total amount of premiums we, will pay Col. Wood at
present rates, for one year, $2,138.72, equal to $178.23 per month.
- Yours very truly,

iTimtcnt

the seventh day of March,

A. D. one thousand nine hundred and six ,

Between Katherine A. MoClusk^y, of the City and County of Burling¬
ton, State of New Jersey of the first part, and

Prank. L. Dyer, of Montclair, State of New Jersey,

lUitUCSBCtl) that the

party of the second part, that She will well and sufficiently convey to the said party of the scconc
part his heirs and assigns at the Offioe of A. W. Dresser, #333 High St.

in the Township and County of Burlington, State1 ofNew Jersey',’ “
being the same land and premises which Y/illiam Butler and Sallie
nifL wif0i dated June 24, 1903, and recorded in the Clerk’s

Oft ice of Burlington County aforesaid in Book376 of Deeds, page 254
&o., and according to said Deed containing twenty-one acres of land
Taxes and Fire Insurance to be adjusted to date of settlement.

And the said party of the second part, for himself, his

hen executors and administrators, doth covenant, promise and agree to and with the said party of
the fust part, that he shall and will, on executing the said conveyance, pay to her,

the said Part>' of the first part her heirs or assigns, the sfiKKsum of
five hundred dollars, as and for the purchase money

of the said tract or piece of land above mentioned, and execute a bond and first mort¬
gage on the premises for the balanoe of the purchase price, payable
4114 fifty dollars the first year, two hundred and fifty
dollars the second year, and the balanoe atbthe end of the third
year, at five per centum, per annum.

®add pa;ty the first part will sell to said party of the second!
part the above described premises at the price or sum of thirty-two
hundred and fifty dollars, payable one thousand do ?^rs on date of
ihe balance to be seoured by bond and first mortgage on
the premises at five per cent. per annum, principal to be due in
three years form date of settlement.

II and singular tjia- aidr-the>~Sfti4

rlheir heirs, executors andacffiThustotors, each to the other.

The observance of the following suggestions will save time and trouble
at the closing of this Title.

Thb Sbccbr.

AGREEMENT, made this I {j dnyof May, 190 6,

between WASHINGTON AHCH REALTY COMPANY, a corporation organized
and existing under and by virtue of the Laws of the State of
Haw York, Si (7)

hereinafter described as the seller, and HINA M. EMCfiOH ofO^^Naw^eay ,

hereinafter described as the purchaser,

WITNESSETH, That the seller agrees to sell and convey, and the purchaser agrees
to purchase all that lot of land, with the buildings and improvements thereon, in the Borough

of Manhattan, City, County and Stato of New York,
described as follows :

BEGINNING at the corner formed by the intersection
of the Northerly side of Clinton Place and the Westerly side of
Fifth Avenue; thor.ce running Northerly along the Westerly
aide of the naid Avenue, twenty-eight (2f>) foot, six (6) in¬
ches; thence Westerly and part of the distance through a party
wall, and on a line parallel with Clinton Place, ono hundred
(100) feet; thence Southerly and on . a line parallel with
Fifth Avenue, twenty-eight (38) feot , six (6) Inches , to the
Northerly side of said Clinton Place, and thence Easterly
along the Northerly aide of Clinton Place, one hundred (100)
feot to the place 0f beginning.

SUBJECT, however, to a state of facta shown by the
ourvey made by George C. Hollerith, av copy of which is hereto
annexed. Also subject to the right of occupancy by one

R. Hall McCormick of Chicago, Ill., up to and including the
Elat day of June, 190G, without paying any rent th9r9for.

The gax fixtures on the parlor floor and the mirror
on the second floor are not included in the sale of the above
described premises.

The price is ONE HUNDRED AND TWELVE THOUSAND FIVE HUNDRED
(§112,500) Dollars, payable as follows :

TEN THOUSAND (§10,000)

Dollars on the signing of this contract, the receipt of which is hereby acknowledged.

TWENTY-SEVEN THOUSAND FIVE HUNDRED ($27,500)

Dollars in cash oil the delivery of the deed as hereinafter provided.

SEVENTY- FIVE. THOUSAND ($75,000) DOLLARS by taking
said props rty subject to a mortgage for that amount bearing lnr
terest at the rate of five per-cent per annum, tovbea lien upon
Bald premloeo, due June 30th, 1907.

All fixtures and personal property appurtenant to or used in connection with said prem-

ises we included in this sale. except Mriinbefore Mentioned

The deed shall be delivered upon the receipt of said payments at the office of Mes B rs .

Morris, Sentell & Main, 16 Exchange Place, N. Y. City,

on May 21st, 1906, at twelve o'clock noon.

I The seller hereby declares that the sum paid on the execution of this contract, together
with all other sums which the purchaser may pay on account of the purchase price before
the delivery of the deed hereunder, and the reasonable expense of examination of the title
to said premises are a lien thereon, and may be enforced by a sale of the seller’s interest in
said premises.

The deed shall be a full covenant warranty deed in proper form, and shall be duly
executed and acknowledged by the seller, at the seller’s expense, to convey to the purchaser,
or the purchaser’s assigns, the absolute fee of the above premises, free of all incumbrances,
except as above stated.

All instruments to be given hereunder are to be in the statutory short form.

Rents and interest on mortgage, if any, are to be apportioned.

The risk of loss or damage to said premises by fire until the delivery of the deed is
assumed by the seller.

The stipulations aforesaid are to apply to and bind the successors, heirs, executors,
administrators and assigns of the respective parties.

The seller agrees that

WHEREAS the Washington Arch Realty company
md Minah Mi Edison have on the 18th day of May, 1906

I entered into an agreement for the sale by the former to the
latter of the premises on the northwest corner of Fifth
Avenue and Clinton Plaoe, in the city of New York, and one
of the conditions of said contract is that the vendee shall
on the signing thereof pay unto the vendor the sum of Ten
Thousand ($10,000.) Dollars, and

WHEREAS the parties hereto wish to modify
the same so that the sum of Ten Thousand ($10,000.) Dollars
shall be deposited with the Title Guarantee & Trust Co.,

It is now stipulated by and between them that the
deposit by the vendee shall be taken as a compliance with
the terms of the said contract and on the taking of title
by the vendee the Title Guarantee & Trust Co. shall, and
they are hereby directed to pay over the said sum of
Ten Thousand ($10,000.) Dollars to the vendor. ...

•- _

twenty- first

o/ - 16y

t &nc i/toaiaiid 'i

IBctmmt WASHINGTON ARCH REALTY COMP AMY, a corporation duly
organized and existing under and by virtue of the Laws of the State
of New York, party of the first part, and MINA M. EDISON of
XLewellyn Park, State of New Jersey, _ _ ^

, _ - — " " _ . _ _ party *>/ d/tc Second’ /aid :

^■HxtllCSSCiTx, Mat d/ie Mad /awl' y ^ d/tc /wit /toad, in con&ideration o/Z

f/tc Mini cj/ One Hundred ($100) - : — ! - . - do//arA,

/am/a/ money, o/ f/te fy/ni/cd //Zatci, and other valuable consider¬
ations, - /aid ,lyi d/t& /aid y <0/ d/ie Accond

/aid, dooB /tene/y. yrant and ne/caAe aide i/ie Aaid /ant y 0/ d/tc Aecond
/aid her; — . ,/eiiA and aiieyiiA /oi<evcn, 3VH that certain lot, piece
or parcel of land, with the dwelling house thereon erected, sit¬
uate, lying and being in the Borough of Manhattan, City, County
and State of New York, and bounded and described as follows, to-

BEGINNING at the corner formed by the intersection of the
Northerly side of Clinton Place and the Westerly side of Fifth
Avenue;: thence running Northerly along the Westerly side of the
said Avenue, twenty-eight (28) feet, six (6) inches; thence West¬
erly and part of the distance through a party wall and on a line
parallel with Clinton Place, one hundred (100) feet; thence South¬
erly and on a line parallel with Fifth Avenue, ^twenty-eight (28) _

feet, six (6) inches, to the Northerly side of said Clinton Place,
and thence Easterly along the Northerly side of Clinton Place, one

wit/ t/te a/i/urtcnancci ; and a// t/tc citato amt riy/iti of t/ie
iaiet /amt y of t/e frit /art, in and do iatd /in cmiici .

$cr frame and to koltt tL a/ovo granted /cremiici. unto t/tc iatd /amt y
f t/to iccond /taid - her - /ciri and aiieyni for even.

iar^^ ^'C iatC^ Wa0hin^on Arch Realty Company, party of the first
^■es covenant ait/ t/e iatd /art y of t/e iccond /art ai fottowi :

J/at tAe iatd Washington Arch Realty Company, the

/art y of t/e frit /art, is Acijfcd of d/to iatd /remtiei dm fe Aim//,
and /a& tjfood rrjr/t do comiey, t/io iame.

gccoufl. Z/at t/ie /art y of t/tc iccond /art i/ia // sjuiet/y ett/cy. t/tc
Aaict /remtiei.

- Suit'd" c J/at t/ie iatd /remtiei arc fee from inacm/rancei , except

gfcmrlTt. J/at d/te /art y .of d/tc frit /art at// execute or /tro>
any. fant/en nccciianjf aiiarance of t/ie tit/e to iatd /remtiei.

J/at d/ic said party of the first part _

at// forever warrant d/te dt(/e do Mud /remtiei

■ -Iff. WITNESS wiPiREOF the said party of the first part has
hereunto caused these presents to be signed by its President and its
corporate seal to be hereto affixed1, the day and year first above
writ ten • . \

In the presence of.

tZ^a,

NATIONAL PHONOGRAPH CO.

ORANGE, N. J.

EDISON PHONOGRAPHS & REGORDS.

Nov. 1st, 1906.

Mr. John E. Randolph,

Edison laboratory,-

Orange, N. J,,

Dear Sir:

In re No. 10 Fifth Avenue.;

I send you herewith the following papers:

Abstract of Title;

Deed from McCormick to Washington Arch Realty Co.;

Contract between the Washington Ar Co. and Mrs. Edison;

Stipulation re first payment-;

Deed from Washington Ar.Co. to Mrs. Edison;

Pblicy of Title Insurance #227,217; amount $112,500.;

Eire ins.Poiipy #583,535, Westchester E.I.Co., expiring
October 5th, 1909; amount $10,000.; •

Notice and correspondence re Mortgage $75,000.; This
mortgage is due June 30th,1907; and the interest :is payable semi¬
annually, December 1st, and June 1st. The first payment is —
December 1st, and will cover the period from May 21st, 1906 to
December 1st. .

Bill of John H. Wood, amounting to $25.00., for premium
on Policy #583,535, Westchester. E.I.Co.-;^

Letter from the National Co., dated May 21,1906, with
which I received a check for $27,500.

Eor the purposes of your book entries, I will state
that the first payment on the making of the contract of purchase
was made May 18th, 1906, and amounted to $10,000, The final
payment on the cash consideration was made May 2lst, 1906, and . —

Mr. John B. Bandolph, -i-2 Bov. 1st ,1906.

amounted to $27,500., making the total cash consideration
$37,500. The mortgage on the property is $75,000., making the
total valuation $112,500.

The Beal Estate Tax^Bill on this property for the
yadr 1907, was turned over to Mr. Westee, and paid laBt month.
You can obtain the figures from him.

There are two additional Eire Insurance Policies on
this property, and of which Hr. Westee has a record. Thajpjoll-
cies at the present time are held by Mr. Wood, and will be re¬
newed by him upon their expiration; one of them expiring thiB
month, and the other next month.

I am sending a copy of this letter to Mr. Westee,
so that you may confer with him in reference to entering up

This contract entered into this 17th day of .May, 1007, Be- ' |

. t’W08n Th0s* A* Edison. Party of the first part and W. H. Towles 'O
and VI. T. Hull, parties of the second part- Witnessothj that the 1
party of the 1st part agrees to pay §6 each for Royal Palm trees,
set out on Riverside Avenue between Manuals Branch and The A.C.L. J
R.R. in the Town of Pt. Myers, said trees to bo planted 20 foot a-'p
pr*t on both sides of said avenue, as laid out by County Survey* or J
| R. B. Leak and the work to bo completed by the 28th of June, 1007. ^ '

| The party of the 1st port agrees to furnish 1/2 of a two horse wa-Sflj

• (f - v ^ parties of th0 second P^t have entered into a bond of
L.V;.^iooo and agree to furnish said trees to be not less than three

. same by crates the said bond is attached to and becomes, a part of
this Contract. . £

JJpalod in presence of,

l(OlA^cL(Ujiyki

Party of 1st Part.

decoct

We the undersigned our heirs, ex & assigns are held and
firmly bound in the sum if $1000. To Thos. A. Edison. Thin c on-
ditlon of 'the above abligatlon. is that we are to furnish and
plant and. take care of and replant if necessary should any die,
Royal Palm Trees as specified and as set forth in the attached
contract if the said contract is faithfully carried out this ob¬
ligation to be null and void, otherwise to remain in full force
and effect. ; -i

Ft. Myers,

Lee Co. Fla. !)

Subscribed before me this day)

above. )

)

Notary Public.

KIIOW ALL MEN BY THESE PRESENTS, That, Y/HEREAS, under
and by virtue of a certain indenture of mortgago, dated Aug¬
ust 2nd, 1897, made and oxeouted by the Edison Phonograph
Works to the Fidelity Trust Company of Newark, N. J. , as
Trustee, it v/aB, among other things, provided that tho said
Works should, so long ub the bonds issued undor said mortgage
remained outstanding and unpaid, keep its buildings and other
■j property fully insured in and by responsible insurance com-
I panies against loss or damage by firo or lightning, and

WHEREAS, pursuant to such provision contained in said
S' mortgage, the said Works have caused to be issued policios
of insurance on its said property in the companies contain¬
ed in the following list of the amounts set forth in said
list which said policies expire at the dates also sot forth
in said list, which list is as follows :-

Pol. Ho. Insurance Co.

Amt. of Ins. Expires

6410352 London & Lancashire
3064 Springfield
4404 Phenix of Brooklyn
11413 Standard
504877 Ytestorn, Pittsburg
3966 Hartford
31750 Northern of London
31758 Northern of London
30891 Royal
4882523 Norwich
288702 Orient
339744 Globe & Rutgers
4403 Phenix of Brooklyn
104757-- Commercial Union
750883. Mich. Commercial
1852685 How Hampshire
31748 Northern, London
62795 Rochester German
113975 Shawnee
350753 Blobe & Rutgers
303123 Equitable
248422 Svea
29305 Home
'4969 Connecticut
187107 Federal .

2834 But oho sb
76120 Northern, H. Y.

$2500.00
2500.00
2500.00
2500.00
3000.00
1500 ;00
5000.00
6000.00
10000.00
2500.00
2500.00
5750.00
2500.00
2500.00
2500.00
2000.00
5000.00
2500.00
2500.00
2000.00
1000.00
2500.00
15000.00
2500.00
2500.00
2500.00
1000.00

Jan. 1,1908

Pol .llo .

Insurance Co.

Amt . of Ins .

Expires

1233

Aetna

§5000.00

Jan. I, 1908

970008

North Rivor

3750.00

1221

Aetna

3000.00

3900

Hartford

5000.00

July 1,1908

700282

Star

2500.00

75636

Gorman American

5000.00

Jan. 1,1908

80647

Underwriters Policy

2000.00

1817254

Franklin

1500.00

3530395

Fire Assoc, of Phila.

2500.00

4928928

Norwich Union

3000.00

29306

Horae

4000.00

3103

Springfield

2500.00

91902

Penna.

2500.00

75998

German American

2500.00

31791

Northern of London

2500.00

52037

Westchester

2500.00

2596353

Atlas

2500.00

104768

Commercial Union

2500.00

750885

Mich, Com'l

2500.00

4882525

Norwich Union

30 JO. 00

344064

Ina. Co. of the State of Pa

. 2500.00

July 1,1908

40977

Now Brunswick

2000.00

Jan. 1,1908

1260

Aetna

2750.00

July 1,1908

370116

Globe & Rutgers

1000.00

31756

Northern of London

6500.00

Jan. 1,1908

75638

German American

5000.00

52010

Westchester

3500.00

229276

Hanover

2500.00

75633

German American

3000.00

750881

Mich. Commercial

3000.00

344065

Ins. Co. of the State of Pa.

2500000

July ”1, 1908

529670

Western, Pittsburg

1600.00

3065

Springfield

1000.00

Jan. 1,1908

52034

Westchester

1000.00

52017

Westchester

2500.00

• 91903

Penna.

2000.00

31762

Northern, London

2000 ; oo

504952

Western, Pittsburg

1000.00

182561

Delaware of Delaware

1500 .00

31827

Northern, London

2000^00

3981

Hartford

1000^00

July 1,1908

5035

Connecticut

iooo ; oo

1252

Aetna

1500 .'00

78550

Northern, N. Y.

2500.00

4510

Phenix, Brooklyn

2500.00

I 29-7343

Home

2500 .'00

3207

Springfield

2500.00

52012

Westchester

2500.00

Jan. 1,1908

52062

Westchester

500.00

52011

Westchester

2500.00

4938

Connecticut

2000.00

970915

North River

3000.00

339172

Ins. Co. of the State of Pa.

2500.00

62843

Rochester German

2600.00

229289

Hanover

2500.00

2812

Dutchess

2500.00

77903

700283

Northern, N.Y.

Star

2500.00

4000.00

July 1,1906

3206

Springfield

2500.00

3730405

Fire Assoc, of Phila.

2500.00

4509

Phenix of Brooklyn

2600.00

Pol. Ho.

Insurance Co.

Amt . of Ins .

Expires

31752

northern of London

$2500.00

Jan, 1,1908!

91854

Penna .

2500.00

1852676

How Hampshire

2500.00

2270711

Royal Exchange

2500.00

Jan. 1,1908

153730

Gorman American

1500.00

153731

German Amor icon

2000.00

31742

Horthem of London

3500.00

4937

Connecticut

2500,00

July 1,1908

31829

northern of London

4000.00

95339

Penna. .

2500.00

31754

northern of London

2500.00

Jan. 1,1908

52057

Westchester

500.00

339742

Globe & Rutgers

6000.00

1200

Aetna

1000.00

52058

Westchester

2000.00

104767

Commercial Union

5000.00

75634

German American

1000.00

1212

Aetna

1000.00

31015

northern, London

1000.00

3730403

Fire Assoc, of Phila.

2500.00

July 1,1908

91905

Penna. .

2500.00

Jan. 1,1908!

52036

Westchester

5000.00

Jan. 1,1908|

75997

Gorman American

2500.00

1222

Aetna

1800.00

52074

Westchostor

3500.00

July 1,1908;

76482

Goman American

2500.00

31832

northern of London

4500.00

52019

Westchester

4000.00

Jan • 1 ,19C6

75846

German American

2000.00

229305

Hanover

2000.00

350803

Globe & Rutgers

1000.00

52035

Westchester

1250.00

52056

Westchester

3000.00

350987

Globe & Rutgers

1250.00

378061

Globe ts Rutgers

2000.00

July 1,1908

170339

Providence Washington

2000.00

A3TD, 'WHEREAS, the said policies of insurance have

heen cancelled and it is the purpose of Baid Works to hence¬
forth carry its own insurance, and

WHEREAS, a fund has been provided under the direc¬
tion of the Board of Directors of said WorkB to provido for
protection against loss hy fire, lightning, etc., and

WHEREAS, certain sums of money are due and payable
to the said Works as return premiums on said policies, and

WHEREAS, the said policies of insurance have been de¬
posited with and are now in the possession .of the Baid Fi¬
delity Trust Company, Trustee as aforesaid, and,

WHEREAS , it is necessary that said policies should
he returned to the various companies issuing the same in
order for the said Works to prooure the payment to it of tho
i rebate of premiums thereon, and,

WHEREAS, tho said Works have requested tho said fidel¬
ity Trust Company, Trustee as aforesaid, to return to it
the said Insurance Policies in order that the amounts duo
thoreon to said Works as rebate premiums may be collected
from said Insurance Companies, in which request we the under¬
signed, hereby join; and

WHEREAS , in consideration of the premises liorein
recited and set forth, and of tho covenants and promises hero¬
in contained, tho said fidelity Trust Company, Trustee as
aforesaid, has agreed and hereby does agree to return to i

said Works the said Policies of Insurance above set forth;
and,

WHEREAS, there is still outstanding and unpaid Two
Hundred and fifty- Two of said bonds, of the par value of
One Thousand Dollars each, Two Hundred and Nineteen of which
bonds are held by us, tho undersigned, and thirty three
thereof are held by other persona; and

WHEREAS, under and by virtue of the tormB of the said
; bonds, twelve of said bonds became due and payable on the
:J second day of August in each year during tho continuance of
ij said mortgage; and,

WHEREAS, among the twelve bonds becoming due and
j payable on the Second day of August next are five of the
|| said thirty three bonds now hold by others than the undor-
| signed, so that on and after August 2nd, 1907 but twenty
|| eight bonds, other* than those hold by the undersigned will
jj be outstanding and unpaid;

NOW, T1IEREP0RE, THIS INDENTURE WITNESSETH, that for
and in consideration of the return of said Inauranco Policies
by the uaid Pidelity Truat Company as aforesaid, to the said
Works, we, the undersigned, lira . Hina 3d. Edison, holder
and owner of one hundred and fip^T'sevcn of said bonds;

Thomas A. Edison, holdor and ovmor of Sixty-two' of said
bonds, and Madeline Edison, holder and owner of ten of said
bonds, all of West Orange, in the County of Essex and State
of New Jersey^ for ourselves and our and each of our execu¬
tors, administrators and assigns, hereby waive all claims
or demands in law or in equity which we or either of us have
or might have against .ho said Pidelity Trust Company, Trust¬
ee as aforesaid, for or on account of tho covenant in said
mortgage requiring tho property of tho said Works to bo in¬
sured in responsible insurance companies or for or on account
of any claim or demand of any nature, arising under, by vir¬
tue of or in any wny relating to said covenant or any breach
thereof, and we the undersigned, hereby agree to deposit with
tho said Pidelity Trust Company, Trustee as aforesaid, se¬
curity, to be approved by said Trustee, to tho extent of
Thirty Thousand Dollars to indemnify the said Trustee against
qny claims or demands by or on tho part of tho holders of •
the remainder of the said bonds, outstanding and unpaid, or
thoir legal representatives, for or on acoount of tho said
covenants in said mortgage providing for the insurance of
the property of tiie said Works, as aforesaid, or any breach
thereof *

And we, the undersigned, in consideration of the re¬
turn of said Insurance Policies by said Pidelity Trust Com¬
pany, Trustee as aforesaid, to said Works, hereby further co-
venantfl and agreed that neither we, nor any of us, will part

with the ownership of or transfer or pomit to ho .transferred,
any or all of said bonds now held and owned by uo as afore¬
said, without the consent in writing of the aaid fidelity
Trust Company, Trustee as aforesaid, which said. consent shall
be given by the r.aid Trustee upon our depositing v/itli the
Fidelity Trust Company, Trustee as aforesaid, collateral
security, to be approved by it, of the value of the bonds so
proposed to be transferred by U3 or either of us, to indemni¬
fy the said trustee against any claim on the part of the fu¬
ture .ownors of said bonds on account of 3aid covenant of
insurance contained in said mortgage.

And we, the undersigned, in consideration of the
transfer of said Insurance Policies as aforesaid, further co¬

venant and agree that should the market valuo of any of the
collaterals deposited or to be deposited by us with said Fi¬
delity Trust Company, Trustee as aforesaid, at any time fall
below the value of the said bonds held and; owned by others,
and not hold and owned by us, we will, upon the request of
said Fidelity Trust Company, Trustee as aforesaid, deposit
with said Trustee further collaterals so that at all time the
collaterals so held by said Fidelity Trust Company, Trustee
as aforesaid, as herein provided, shall be equal to the value
of the bonds not owned and held ,by us or either of us .

IN WITNESS WHEREOF, ,We have hereunto Bet c
and seals in duplicate, this aa-j

RECEIPT

FIDELITY TRUST COMPANY
of Newark, IT. J.,

-TO-

THOMAS A. EDISON,

DATED - August 100?

4: ■

Received, of Thomas A. Edison gold bond 3To . 2989,
dated July 0, 1907, payable to Thomas A. Edison, of the Nor¬
thern Pacific Railway Company for thirty two thousand dollars
($32000) to he held by us as trustees under the terms of a
certain undertaking made and entered into by Mina M. Edison,
Thomas A. Edison and Hadalcne Edison and dated on the thir¬
teenth day ol August, 1907, wherein and whereby it is provid¬
ed that the said Mina II. Edison, Thomas A. Edison and Kada-
lene />. Edison shall deposit with us, the Fidelity Trust
! Company of Newark, N. J., Trustee, security to be approved by
us as such Trustee, to the extent of thirty thousand dollars
( $30 , 000 . ) to indemnify us as such trustee against any claims .
or demands by or on the part of the holders of certain bonds
described in said undertaking, or their legal representatives,
which said bonds are held by others than the said Mina M.
Edison, Thomas A. Edison and Kadalene ¥>. Edison, for or on
account of the covenants contained in a certain indenture
of mortgage dated August 2nd, 1897 made and executed by the
Edison Phonograph Works to the Fidelity Trust Company of
Newark, IT. J., as trustee, providing for the insurance of
the property of the said Works or any breach thereof.

And we hereby undertake to return to said Thomas A. j
; Edison upon demand in writing made by him or on his behalf
by his legally constituted representatives, one thousand dol-
1 lars (§1000.) of said Northern Pacific Railway gold bonds. j

I for each of the bonds now held by others than the said,,Mina j

; II. Edi so Thomas A. Edison or Kadalene )C Edison, issued j

:: under the mortgage hereinabove referred to which may be paid j

| off and cancelled under the terms of said mortgage during j

the period which said northern Pacific Hallway 'bonds shall
remain with us under the terns of this receipt, and upon
payment of the last of said bonds issued under said mortgage
held by others than said Kina K. Edison, Thomas A. Edison
and Iladalene )C Edison, to return to said Thomas A. Edison
or his legally constituted representatives, the balance of
said northern Pacific Railway bonds then remaining in our

possession .

Dour Had am:

The mortgage for $75,000, hold by clients of this
Company on promises 10 Fifth Avenue, matures on Jan. 11th,

Our clients have directed us to inform you that
the loan may remain provided it bo extended for a poriod of
three years. The total expense would be the Titlo Guarantee
and Trust Company's charge of $15.00 for dravdng the usual
extension agreoment and continuing the searches to date.

It is desired to know your decision in the
matter as soon as possible.

Very truly your sT,

TOC.

SFW,

Bond & Mortgage Guarantee Co.,

176 Broadway, New York.

Bear Sirs:

Hegarding the mortgage for $76,000.00 on
premises No. 10 i’ifth Avenue, New York City, I desire
to extend the same three years from January 11th 1909
at the same rate of interest as heretofore paid and aB
offered in your letter of November 30th 1908.

You may prooeed with drawing the extension
agreement and searching title to date for which you are
to oharge $16.00.

Yours very truly,

■ yVl/bwv 'Ml ,

-agreement-

THOMAS A. EDISON

- With -

JOSEPH D. LINTOTT.

!■■■ Dated Jo-Mu-arij 1^ 1910.

FIL?. EHVaaPE —

CONTENTS No .

' THOMAS A. EDISON lFo««on»l»

ORANGE, NEW JERSEY

THIS INDENTURE, made this /r-^day of
1910, between THOMAS A. EDI SOU, of Llewellyn Park, West
Orange, in the County of Essex and State of New Jersey,
ptrty of the first part, and JOSEPH D. LIHTOW', of Silver
Lake, in the Township of Belleville, County of Essex and
State of New Jersey, party of the second part, WITNESSETH:

That the said party of the first part has hereby
let unto the said party of the second part, and the party
of the second part has hereby hired and taken from the said
party of the first part, all those certain lotB, tracts of
parcels of land and premises, hereinafter particularly
described, situate, lying and being in the Townships of
Belleville and Bloomfield, in the County of Essex and
State of New Jersey:

BEGINNING at a point in the south easterly side
of Watsessing Avenue, and running. Thence (l} in a north¬
easterly direction along the southeasterly side of said
Watsessing Avenue south forty-six degrees five minutes west
187 feet 68/100 of a foot; Thence (2) continuing in a north¬
easterly direction along said southeasterly line of said
Watsessing Avenue south forty-four degrees forty-five min¬
utes west 672 feet 84/100 of .a foot to a corner formed by
the intersection of Watsessing Avenne with franklin Street}:
Thence (3) running in a southeasterly direction along the
southwesterly side of Franklin Street north thirty degrees
fifty minutes west 330 feet 64/100 of a foot to a point
in said westerly side of said Franklin Street; Thence t4*
running in a southeasterly direction along the southwesterly
side of said Franklin Street north twenty-seven degrees
twenty-eight minutes west 562 feet 16/100 of a foot to a-

point in said westerly side of said Franklin Street;

Thence (5) in a southwesterly direction along the north¬
westerly side of a lot, measuring 50 feet by 150 feet and
belonging to one J. B. Kent, 150 feet; Thence (6) in a
southeasterly direotion north twenty-seven degrees twenty-
eight minutes west along the southwesterly side of said
lot of said’ Kent 50 feet; Thence (7? in a southwesterly
direction south fifty-seven degrees thirty minutes west
180 feet more or less; Thence (8^ in a southeasterly direc¬
tion north twenty-eight degrees fifteen minutes west IBS’
feet 98/100 of a foot; Thence (9) in a northeasterly direc-
tion north fifty-five degrees thirty minutes east 330 feet
to a point on the southwesterly side of said Franklin
Street; Thence (i(j) in a southeasterly direction along the
said southwesterly side of said Franklin Street north
twenty-five degrees thirty minuites west 351 feet and 46/100
of a foot ; Thence (ll? in a southwesterly direction south
fifty-six degrees forty- five minutes west 338 feet 93/100
of a foot; Thence (is)' in a southwesterly direction south
fifty-four degrees- forty-five minutes west 413 feet more-
or lees to a point in the northerly side of land belonging
to the Watchung Railroad Company; Thence (13) along the
line of said land belonging to said Watchung Railroad Com¬
pany and in a westerly direction south eighty-one degrees-
thirty-six minutes east 616 feet and 30/100 of a foot ;
Thence (14) in a northerly direction north sixteen degrees?
eleven minutes east 406 feet; Thence (l6) still in a north**
erly direction north four degrees fifty minutes east 168
feet; Thence (l7(!)’ in a northwesterly direction north twenty-
eight degrees twelve ml mites west 388 feet more or less- to
the point of beginning. So long as the party of the
second part shall retain possession of the premises hereby
3

demi sed under the terms hereofj he Bhall have the use of
the house and barn on Franklin Street and within the said
premi see hereby demi sed and now used and occupied by one
MoNairn, but.. the following named portions of the tract
hereinabove dee erjfajVMjV excepted from the premises hereby
demised and shal i~"fre Veti.j.ne d by the party of the first
part, to~wi_t:

(l) A wooden house on said Franklin Street oocupied
by one Flannery, and one half acre of ground more or le'sB ’
immediately surrounding the same and appurtenant thereto^

(3) A wooden house situated on said Franklin Street
and oocupied by one Havens, and one half acre of ground 1
more or less immediately surrounding the same and appur¬
tenant4 thereto.

(3) A tract substantially 50 feet by 180 feet immo-
diately in the rea* of the 1 ofc of said Kent on Franklin ' ''
Street and forming with’ the lot of said Kent a tract bf
substantially in the form of a parallelogram and extending-
50 feet on said# Franklin Street by 330 feet deep from Baid
Franklin Street.

All the said premises being shown' within shaded
lines on the blue print, whioh is annexed hereto and made
a part hereof, and on which the house and barii now held'
and occupied by said McNairn and the houses occupied by
said Flannery and said Havens are marked in black ink, and
containing in all1 30 acres more or less. To have and to
hold the said above mentioned and described premises to¬
gether with the 'appurtenances thereunto belonging to the
said party of the' second part at the will of the said party-
of the first part and subject to all the exceptions herein¬
before set forth and to all the conditions hereinafter' ex¬

pressed.

It ie hereby agreed,’ that if the said party of
the second part shall retain possession of the hereby
demised premises under the terms hereof , he shall pay rent
to the said party of the first part as follows:

For the first year the sum of $300. 00;

For the second year the sum of $350.00;

. v For the third year the sum of $400.00; and
For each succeeding year a sum which may here¬
after be agreed upon by the parties hereto but
, which shall not be less than $400.00;
that said moneys shall be payable in advance, one quarter
at the beginning of each year and one quarter every three
months thereafter, and that the first of said payments Bhall
be due and payable on the first day of April, 1910.

It is mutually agreed by and between the parties
hereto, that the said party of the first part shall have
the right to re-enter and to repossess himself of the
premises hereby demised, or any part thereof at any lime
upon three months written notice first given to the said
party of the second part-, and that the said right of the 1
said party of the first part shall not be in any wise pre¬
judiced by re’ason of the fact that the said party of the
second part may have theretofore paid rent in advance fof
a period extending beyond the time of such re-entry and
repossession, but in such case the party of the first part
shall refund to the party of the second part the amount
of the excess of such payment if the entire premises are
retaken or repossessed by the party of the first part, of
shall allow the said party of the second part a propor¬
tionate. oredit on the next suooeeding payment if a part
less than the whole of the said premises be retaken, and
4

in case the re-entry upon the whole or part of the hereby
demised premises by the party of the first part shall take
place while any crops are planted or growing thereon, the

I party of the second part shall have- the right to re-enter
and remove the said crops thereafter when matured, if such
removal be not inconsistent with the purposes to which
said premises are put by the said party of the first part,
If such crops are not sufficiently advanced or matured at
the time of such re-entry if made by the said party of the
first part, and if it is inconsistent with the purposes
to which said premises shall be put to allow such crops
to mature and be removed by the party of the second part,
then the party of the first part shall reimburse the said
party of the second part the. reasonable cost of seed,
planting and tilling thereof, or shall allow the party of
the seoond part a like credit upon his next succeeding
payment to be made under the terftis hereof.

It is agreed that in oaee the (half yearly pay¬
ments heretofore provided for, or any part thereof, shall
be unpaid for the space of thirty (30} days next after
the day upon which said payment shill fall due, the same
being first lawfully demanded, that it shall be lawful
for the said party of the first part forthwith to re-enter
and hold the said premises.'

The said party of the second part doth hereby
' covenant with the said party of the first part to pay the
said half yearly) payments hereinbefore provided for at the
times appointed as aforesaid, and also, at his own cost,
to keep in repair the said premises in a good and husbanfl-
like manner, and further to deliver up the said premises
upon the termination of this agreement or at any time that
the said party of thfe second part may repossess himself'

thereof, under the conditions hereof, in as good and suf¬
ficient repair as the same were received by the said party
of the second part.

Ill WITNESS WHEREOF, the parties to these presents
have interchangeably signed their names the day and year
first above written.

Witnesses t6 the signature
of Thomas A. Edison.

■

Siipp

'i:V

[REDUCTION RATIO

[ENCLOSURE]

Mr. Joseph D. Dintott, Feb.*/ 1910

Silver Take, IT. J.

Dear Sir:-

I find that by Inadvertence In the contract of
January 17 1910, between yourself and Mr. Edison,

the words "hair-yearly" occur in lines 18 and 27 on
page n thereof, whereas Instead of "half-yearly" the
word "quarterly" should have been used, as in the
earlier part of the agreement it Ts provided that the
payments shall be made o uarterly.

I am having; th's letter written in duplicate for
the correction of this agreement, and if it is agree¬
able to you to have the contract amended as above sug¬
gested, kindly return to me this letter with your name
signed in the blank line at. the foot thereof retaining
the other copy -for yourself. Twill then attach the let¬
ter to Mr. Edison's copy of the agreement and you can
attach the carbon to your copy.

fiwilumjteTi -N . zr.

Qo^iwl"- C -Hio .

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[ENCLOSURE]

Thife is to certify that I have leased a tract of land with house and
barn .situated on the Wicomico River .bounded by said river, the
county road, and the bounding line of the Sanatorium Company’s land
Also the use of the old steamboat Wharf for the purpose of putting,
up a summer tent or cottage. All for a monthly rental of $4 dollars,
this lease to run for a term of one year.

It is also agreed that the present Renter shall have the preference
of buying said property at a price to be agreed upon.

Witness.

ffiltM. H hulLt,

exo G ~<£lL06>

August 1st,

1910.

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[ATTACHMENT!

Richard W. Kellow File

Storage Batteries and Electric Vehicles (1901-1911)

This folder consists primarily of agreements and proposed agreements
involving Edison, the Edison Storage Battery Co., and other companies and
individuals, along with related correspondence. Included are agreements with
Herman E. Dick pertaining to the foreign exploitation of Edison's storage
battery; letters regarding a proposed agreement with J. P. Morgan, Jr., for the
promotion of the battery in Great Britain; and a valuation of the Edison
Storage Battery Co. in 1909. Also included are agreements with Converse
D. Marsh and with John M. Lansden, Jr., concerning the manufacture and
marketing of electric vehicles in conjunction with Edison's battery. The
documents are from envelopes 44, 46, 83, 84, 102, and 122.

[BY HERMAN ERNEST DICK]

February 1,1901.

Messrs. Pilling & Crane,

Girard Building,

Philadelphia, Pa.

Dear Sirs:-

Referring to your letter of January 29th last, to Mr.
Edison, I beg to enplose copy of contraot executed between Mr.
Edison and myself. It is mutually understood and agreed among
ourselves that you are to have the right to take $150,000 of the
bonds, carrying $75,000 of the stock at par, as per contract.

Upon immediate payment of $28,000 in cash, you are to receive an
additional amount of stock when Company is organized of $25,000
par value. This payment is made subject to conditions named in
contraot , reciting the payment of $60,000.

Very truly yours,

Approved-

[ENCLOSURE]

Dated, February 1st, 190.J..

THOMAS A. EDISON
- and -

HERMAN. E. DICK.

A OR E EM E N'T .

CARY & WHITRIDGE,

69 WALL STREET,

[ENCLOSURE]

AORKEMHN! made this first, day of February, 190]., bo-
tv/aon THOMAfJ A, PIPI'UON, of Orange, in the State of Vov Jor-
ooy, hereinafter called tho Inventor, of tho first part, and
HKRJ-CAi-T 'K, DICK, of t.ho <Uty of Ohicago, in tho fit a to of HU.
noia, lioro.lna.ftor oallod His Agent, party of t.ho second part
WimsfifiKWI:

wiKRRAfi tin Inventor hao for some years boon engngod
in perfecting oortain inventions relating to storage battor-
isn, upon which applications for lot tors patent of tho
United states have boon duly filed; : and,

W1WRRAB tho inventor in desirous of retaining tho
working oaid patents and tho manufacture of tho said storage
batteries and accessories and appliances incidental thereto,
and has requested His Agent to prepare a plwi for tho ex¬
ploitation thereof and tho raising of tho nocossary capital
to accomplish tho same; and

WHSRn:Af5 His Agent has agreed to undertake the prepar¬
ation of a plan upon the terms hereinafter sot forth;

K0V/‘ SHSRBVORB, If IS AhRKKH AS TOU/WR:

PIRBT:. She Inventor hereby gives and grants to His
agent tho exclusive right and option to acquire, upon tho
terms hereafter set forth, all of the said inventions of the
Inventor, relating to tho said storage battery, and tho ap¬
plications therefor now ponding in tho Patent Office of tho
United States, such option to conVlnuo'unrir throo monthn
after the. Inventor has completed his proposed tests and is /
able to demonstrate that tho said storaee-liattory'is V^oss I
than one-half of the weight of the present storage tettorioJy
n0W 111 UM» nnrt it is subject to no deterioration. /
3KC0ND: in consideration thereof, His Agent agrees j

to pay to the Invontor, upon execution hereof, the sum a/, '•* -
fifty .thousand dollars in cash, which sum the Inventor /

[ENCLOSURE]

agrees to repay to Ilia Agent should he fail to bo able to
atom that tho proposed now storage battery will prove the
conditions above stated, with interest at four per cent, in
which cane the option ahall not be exorcised.

fHIRI); in oaae Ilia Agent ahull exorcise the option,
he shall be entitled to receive $00,000 in stock at par of
tho corporation to be formed an hereinafter not forth.

TOUROTi In nemo Hia Agent, ahull rtea Ire to exercise
tho option, he .shall, within the period aforesaid, form, or
procure to be formed, under the lawn of whichever Htato
shall be doomed most advantageous, a corporation with a cap¬
ital stock of one million dollars. She corporation so
formed shall have power to acquire said letters patent for
the use of and to manufacture anid inventions thereunder and
the certificate of incorporation, by-laws and details of
the organization of said Company shall he determined by
mutual agreement, and before tho organisation of tho said
company the Inventor shall furnish to t.ho promoter a list
of his patents and applications.

RIRl’Hj Immediately upon the formation of the said
company , the Inventor agrees forthwith to assign, transfer
and sot over to the company, by assignments in duo form sat¬
isfactory to His Agent or his counsel, all the said applica¬
tions for letters patent of the United States, and all tho
right, title and interest of the Inventor in and to the
srnao, and to all improvements thereon, for a period of five
years.

SIXfHj in consideration of such transfer, there
shall bo issued to tho Inventor, or his assigns, full-paid
capital stock of the company so to be formed to the amount
of one million dollars.

SEV75NOT; in order to provide funds with which to
acquire a manufacturing plant and to equip the same with

[ENCLOSURE]

machinery , or to pro v Wo the company with necessary work-
ing capital, it is agreed that the corporation shall make
an issue of its first Mortgage six per cent bonds to the
amount at par or #BQQ,OQO, payable in fifteen years after
dato,. reserving to the company the right to redeem the same
or any part thereof on any interest dato at. one hundred and
ton and interest , upon thirty days' previous notice thereof
by publication. Ronds so paid to be drawn by the Trustee
by lot.

HIOKTH: In order to render the said bonds readily

marketable, the Inventor agrees that out of the stack to bo
received by him ho will deliver to the purchasers of such
bonds stock of the company to the mount of fifty per cent
of the par of the bonds no subscribed and taken,

Nib TIT; The Inv-aitoi* further agrees to deliver to His
■Agent, in satisfaction of the advance of fifty thousand
dollars hereinabove referred to, stock to the amount of
fifty thousand dollars as aforesaid.

TJJNTJI: The persons to whom the aforesaid bonds arc

to be offered aro to be mutually agreed upon by the Inventor
and Kis Agent.

IK WlTKRfiS VNRPROF tlio parties hereto have horounto
set their hands nwt seals the day and year first above v/rit-

In presence of:

Clause third and Clause ninth of the within oontract
■ ^ refer to the same $50,000 in stock, and it is mutually agreed by

and between the Inventor and His Agent that the payment of $50,000
stock at par by the Inventor to H1b Agent satisfies the advance
^ of $50,000 in oash made to the Inventor by His Agent.

February /,th, 3.901.

Her: ,;ui B. Mcl£, I?sq. ,

Dear Dir:-

r.of erring to Clause fifth in the Storage Pattcry Contract
executed on February first, 1901, myself being the party 0f frc first
part and you the party of the second part, it is my unilerste-nding
that fcho said fifth clause in said contract obligates no to assign
said patents and applications for said storage battery patents to
tho proposed Company for all time, and in addition to such assign¬
ment I propose to give said Company without charge all mr improve¬
ments thereon for a period of five years.

Yours truly,

x . — - — — — - x

A 0 R SIM E H T.

X— — — . —

Between

CARY & WHI TRIPOS
-and-

HEHHAH E. PICK.

X . . .

Rated February , 1901.
X - - - — -

AGREEMENT made* this - — day of Feb niary , 1901,

betweab Cary & Whitrictee. of No . 59 Wall Street in tb.a City
of New York, hereinafter (tailed the firm, party of the first
part, and Harman E. Pick. of the City of Ohio ago and State of
Illinois, party' of the second part., WITNESSETH!

WHEREAS by agreement bearing dots the first day of Pebru
ary, 1901, between Thomas A. Edison, therein called the In¬
ventor, of the first part , and the said Herman E. Hick as
party of the second part, said Edison agreed upon the terms
therein expressed, to assign certain patents relating to stor
age batteries, to a corporation to be organized by the said
Hick, and

WHEREAS the said Hick for the purposes of t.he said con¬
tract lias applied to the Firm for a loan of $85,000, which the
Firm has agreed t,d> make upon the terms hereinafter expressed;

NOW THEREFORE , for a valuable consideration it is agreed
as follows:

FIRST: The Firm agrees to advance to the said Dlok

upon demand the sum of §85,000 in cash.

SECOND: The said Hi ok agrees that in oase he shall exer
else the option as provided for in t.he agreement of February
1st ,1901, said Pick will deliver to t.he Firm or as it, may di¬
rect , full paid capital stock of the Company to be formed as
therein provided, to the amount at par of §85,000, in satis¬
faction and repayment of the s aid-. '.advance x

THIRD: In case the said Dick shall not exeroise the

option provided for in said agreement of February 1st, 1901,
said Dick will upon^j^ftaj; repay to the Firm at its office,
No. 59 Wall Street, in the City of New York, said sum of

$25,000 with interest from the date hereof to the date of
such repayment , at four per oent, per annum.

FOURTH: Op. id Pick further agrees that the Firm shall
have the right to subscribe for the first mortgage bonds of
the corporation to be formed in pursuance of the provisions
of the said agreement,, to the amount at par of $a00',0GCf.

MEMORANDUM OP AGREEMENT , made between the Edison
Storage Battery Company, a corporation organized under the
laws of the State of New Jersey, party of the first part,
and the several stibscrlbers , whose names are hereunto annexed,
parties of the second part and Thomas A. Edison, party of th<»
third part.

WHEREAS, the party of the first part desires to
borrow the sum of Pive hundred thousand Dollars ($500,000,),
to be saoured by its mortgage bonds, and whereas the parties
of the second part are willing to loan the said sum of Pive
hundred thousand Dollars ($500,000,),

NOV/ THIS AGREEMENT WITNESSETH: in consideration of
the mutual covenants and agreements herein contained as
follows s-

PIRST: The party of the first part agrees to

deliver to the subscribers hereto the several amounts of its
bonds set opposite their respective names, (as and when the
subscriptions thereto shall be called and paid), said bonds
to be secured by the first mortgage upon its plant and busi¬
ness and bearing interest at the rate of Six per cent (6®o),
the same to run fifteen years subject to rights of redemption
as provided in said mortgage; and the mortgage securing the
same shall provide that before any dividends shall be paid
upon the stock of the Company during any fiscal year, Pour
per cent (4^) of the then outstanding bonds shall be paid
or the sum necessary to pay the same set aside out of such' /

— 1—

fiscal year's earnings.

SECOND: She subscribers hereto agree to take the
several amounts of bonds set opposite thefcr respective names
upon the following terms and conditions:-

A. - The Company shall have the right to call as
end when it may desire for the payment of any part of the
amount subscribed. Such instalments to be called upon
twenty days notice.

B. - Upon payment of each Instalment the Company
shall issuBR to the subscribers bonds for the amount of such
call. The Company shall give to each subscriber upon the
payment of the first instalment a certificate of stock in
the name of the said subscriber to the amount of I'ifty per
cent (50^) of the amount of the principal sum subscribed for
by him, which said certificate of stock shall be endorsed
for transfer by said subscriber and deposited with the Treas
urer of said Company, in escrow, and Bhall be redelivered to
said subscriber three years from the date hereof, or upon
the calling andpaying of One hundred per cent (100^) of his
said subscription, if such call of One hundred per cent
(100^) shall be made in less than three years from this date
provided such subscriber shall have complied with the terms
of this agreement and shall make payment of the instalments
as provided therein, if such instalments are not paid the
whole or any part of the said stock may be forfeited by the
Company. Said certificates of stock being part of the
stock to be deposited with the Treasurer of said Company

by Thomas A. Edison, as hereinafter provided. The re-
delivery of the certificates to each subscriber shall be

—2—

made as aforesaid irrespective of whether or not the entire
amount subscribed shall he called within a period of three
years from the date hereof.

C.~ Any portion of said subscriptions which shall
not be called for by the Company within a period of three
years from the date hereof, shall be cancelled and all lia¬
bilities of the subscribers thereunder shall cease and
terminate.

THIKD: Thomas A. Edison agrees to deposit with
the Treasurer of the said Edison Storage Battery Company
certificates for the Two hundred and, fifty thousand Dollars
($250,000.), of stock above mentioned endorsed for transfer
to the said subscribers for the purposes hereinabove set
forth, and, in addition thereto, stock of the said Company,
of the par value of Seven hundred thousand Dollars ($700,000 ),
owned by him; reserving to himself the voting power on all of
said stock until the entire amount of the subscriptions
hereto, which shall have been called, are paid. At such
time or at three years from the date hereof, if at that time
the entire amount of the said subscriptions shall not have
bean called, the said Treasurer shall redeliver to Thomas
A. Edison the said certificates of stock of the par value of
Seven hundred thousand Dollars ($700,000.).

EOTOTH: During the period contemplated by this
agreement, all dividends, if any, shall be paid to the
parties in whose names the stock shall be regi stered, provide. L
however, that any party of the second part who shall be in
default, or who shall fail to comply with the terras of this

—3—

Hils agreement made this 17th day of July nineteen
hundred and one by and between the "Edison Storage Battery
Co." a corporation duly organized under the laws of the
State of Hew Jersey and having its principal offioe in
West Orange, Essex County, in said State, party of the first
part and Thomas A. Edison Inventor, residing in West Orange
Essex County, State of Hew Jersey party, of the . second part,
witnesseth.

Whereas the said party of the second part has inven¬
ted a new and useful Storage Battery and several modifica¬
tions thereof, and has applied to the Patent Office of the
United States for patents upon the same, and the said party
of the second part is still engaged in perfecting such
battery or batteries.

And vhereas the party of the first part is desir¬
ous of purchasing from the said partyof the second part,
all of his- inventions on Storage. Batteries* which have
already been made or»-'whioh may bd made during a period of
five years from Eebruary first nineteen hundred and one,
and all right, title and interest in all applications for
patents for Storage Batteries now pending in the United
States Patent Offioe, and the. patents when issued and all
future applications for Storage Batteries which may be
made during said period of five years within the United
States.

How this agreement witnesseth that for and in
consideration of the sum of. One Million Dollars. ($1,000,000
of which sum One Thousand Dollars shall be cash and Mine
Hundred and Ninety Nine Thousand Dollars ($999,000.00) in
full paid non-asses Sable stock of the party of the first
part, the receipt of which is hereby acknowledged by the
party of the seoond part.

And the said party of the seoond part hereby

agrees to transfer and does hereby transfer all his' right,
title and interest in the said improvements on Storage
Batteries within the Unites States to the. party of the first
part and all right, title and interest in and to the inven¬
tion covered by the applications for patents for the Storage
Batteries, filed ‘in the Unites States Patent Office as per
sohedule hereto annexed, and all future improvements thereon
in the United States made during the period of five years
from February 1st, 1901.

And the said party of the second part further
agrees that he will give a reasonable proportion of his
time, in view of his other interests and engagements, to¬
wards perfecting the Storage Batteries now made and to
be made, as well as any manufacturing devices therefor
made during said period of five years and will Bign all
neaessary papers to carry out the intent of this agreement.

It iB further agreed that all expenses in oonneo-

tion with the experimental work from February 1st, 1901
relating to these inventions and also expenses connected
with the application for patents and the taking over of
these patents is to pe paid by the party of the first part,
HT WITNESS VfflEREOB the party of the first part has
caused this; agreement to be signed by its President and
Secretary and its corporate seal to be attached, and the
party of the second part has hereunto set his hand and
seal this l?th day of. Jttly 1901,

Signed Sealed and deliv¬
ered in the presence of

list of Applications filed with the
United States Patent Office.

E. 1048 Reversible Galvanic Batteries, filed Oot. 31,1900
Serial Eo. £4,994.

E. 1049 Reversible Galvanio Batteries, filed Oot. 31,1900
Serial Eo. 34,995.

E. 1051 Reversible Galv&iic Batteries, filed Jan. 8, 1901
Serial Eo. 42,514.

E. 1053 Reversible Galvanic Batteries, filed March 5, 1901
Serial Eo. 49,934.

E. 1054 Reversible Galvanic Batteries, filed March 5, 1901'
Serial Eo. 49,935.

E. 1055 Reversible Galvanio Batteries, filed Maroh 1, 1901
Serial Eo. 49,452.

E. 1056 Reversible Galvanio Batteries, filed Maroh 1, 1901
Serial Eo. 49,453.

E, .1058 Depolarizers for Reversible Galvanio Batteries,
filed May 9, 1901, Serial Eo. 59,512.

E. 1059 Electrodes for Galvanic Batteries, filed May 17,1911
Serial Eo. 60,661.

September 17,1901.

fir. Randolph

Please credit check of $1,000. to Thomas T. Gaunt, 11 W
36th Street ,Hevv York. Mr. Edison has agreed with Dr. Gaunt to
let him have $5,000. on his subscription of $50,000. of the bonds
I have acknowledged receipt of Mr. Gaunt' s letter . Please make
out formal receipt -and forward to Mr. Gaunt.

Yours" very truly, ‘ v

YT.S. Mallory, V.P.

923

MEMORANDUM

Mr. H. F. Miller

October 13, 1909,

. I hand you herewith copy of letter
to J.S. Morgan, dated November 10th, 1904, letter from
J. P. Morgan dated August 31st, 1909, and three copies
of the proposed agreement, to be made with the British
Edison Storage Battery Company, ltd., as soon as that
oompany is formed, and providing the agreement is satis¬
factory to Mr. Morgan and his associates. Please file
these papers away for safe keeping, so that if the agree¬
ment is approved it can be executed as soon as the
British Company haB been organized and the required per¬
centage of its capital stock has been paid in.

[ENCLOSURE]

" Copy »

ITovember 10th, 1904.

Messrs. J. S. Morgan & Co . ,

London, England.

Lear Sirs:

I have just' written a letter to Messrs. Morgan, Harjos & Co.
Paris, in regard to the financing of a company which I wish to. have
formed in Prance for the exploitation of my Storage Battery, and would
like you, if agreeable, to act in a similar capacity in oonngotion
with the exploitation of said batter^in Engiand'.

?.Ty idea would be to form a company with a capital of
§750,000 . which capital should be subocibed for in cash'at not less
than 95$ and shall be paid in by calls as necded'for equipment,
maintenance and operation of suitable factory or factories.

’Then said corporation is organized and its stock under¬
written, I will make a contract with it granting the same the sole
and exclusive and non-assignable license under all my storage battery
patents in England and also under my patents and v applications in
said country for improvements which X may make on. said Battery
v/ithin ton years from the date of said contract-. The license would
also includo patents in said country made by any of my assistants
on said Battery which may be assigned to me. I will also transfer
to the Company my license under British Patent ITo. which I

now own.

In consideration of said contract and license agreement
the Company will pay me or my assigns a royalty of sixty cents (§0.60)
payable quarterly on each Edison Standard Cell of 18 plates (24
pockets per plate) manufactured during the life Of any of said pa¬
tents, and a corresponding royalty at the same rate .per 18; plates

[ENCLOSURE]

(Messrs. J.S. Morgan & Co.-- 2)
on other Edison Cells which said Company may manufacture.

Out of the actual earnings of the Company after the
payment of said royalty, the stockholders shall he paid a dividend
of six per oent. on the invested oapital and after the payment of
said dividend any surplus earnings shall he distributed in the pro¬
portions of sixty per cent, to me or my assigns and forty per bent/
to the stockholders.

After all the patents shall have expired as contemplated
in said lioonse agreement the royalties shall cease, hut the surplus
earnings over and above six per cent, on the' oapital .shall continue
to he distributed as above provided.

I Should wifih the Company to agree not to increase its
capital in order to consolidate with or purchase any other Company,
nor sell the said contract or impair it in any way, nor to purchase
or manufacture any other article than the Edison Storage Battery,
nor to use its earnings for increasing the capacity of itB plant,
and also not to go into the business of renting batteries, nor to
enter into any obligations beyond its capacity to pay therefor from
its cash capital, without being authorized to do so by myself or
iny assigns.

The above restrictions being simplji made for my protection,
I have, therefore, no objeotion to the Company increasing its oapital
for extending its factory capacity or working oapital.

I also favor the writing off yearly of ten per oent of
the earnings for depreciation and sinking fund until it ’amounts to
ten per oent of the oapital invested.

The right too nominate and have elected one representative
on the Board of Directors or Executive members of said Company shall

[ENCLOSURE]

(Messrs. J. 5. Morgan & Co. — S)

■be given to me or my assigns so long as the Company may exist.

The Company will agree not to sell Edison Batteries for
export to any other oountry than England o.nd her South African colon¬
ies nor, knowingly, to sell to persons, firms or corporations who
do on exporting business out of said country unless with the express
permission of myself or my assigns.

1 will agree that in the sale of any rights under the
Edison Battery Patents in any other oountry. in the World to insert
corresponding provisions in any license agreements, prohibiting ex-
poration into England and her South African colonies.

I also deBire the Company to oonsult and be guided by me
or my assigiis in the event of any patentsui.t brought by or against
the Company] the expense of such suits to be assumed half by myself
and half by /the Company-.

v) I 'will agree to furnish at cost, drawings of any improved
machinery for. manufacturing the Batteries which Imay make during
the existence of said contract. '*

i , The contract in question will provide that there shall be
an accounting as to profits, only to be determined by Public Accoun¬
tants, and that the books of the Company shall at any time be open
for inspection to me or my assigns upon reasonable notice. Provision
will also bo made for a report to me of the business done by the
Company once a month, Finally, there will be the usual provision
in the contract , providing for its termination, without prejudice
to any claim which I or my assigns may have against the Company,
upon the failure of the Company to carry out the terms and condi¬
tions thereof.

To reimburse (at the rate of six per cent.) the .interest
accrued on the invested capital up- to the time when the Company has

_ A

[ENCLOSURE]

(Messrs. J. S. Morgan & Co.— 4)

•been able to earn interest on said oapital, I will agree to forego
tho payment to me of half of my royalties until accrued interest
is paid up.

1 also wish tho Company to agree not to commence manufactur¬
ing operations, or incur expenses in connection therewith without
my oonsent.

Kindly let mo know within sixty days from tho date if this
proposition meets with your approval, in which case I will agree not
to enter into any negotiations for the exploitation of my storage
Battery with any other party or parties before July 1st, 1905.

Yours truly,

[ENCLOSURE]

23 'MZ^S&ee.tr.

August 31st 1909.

My dear Mr. Edison,

Referring to our pleasant conversation the other day, I under¬
stood that you were going to give me further particulars in regard to the
Battery which I could send over to London for their information. The
particulars have not yet oome to hand, and our friends in London would be
glad to have them in order to arrange the best possible basis for going on
with the business. May I ask you, therefore, to let me have the particu¬

lars at your earliest convenience.

4 r

T. A. Edison, Esq.,

Llewellyn Park, . Ji

Orange, N.J. lJ

[ENCLOSURE]

Curve 6A. shots the loss of capacity under a severe
WethPC of. testing- in the Laboratory to get quick results,,
between, the old E. battery and the new A. battery.

The 'old batteries were and aye now used in several hundred
delivery wagons, and had to have the niokel plate changed
after their oapacity had diminished to 70 % of the original.
This would represent about 125 complete , charg es and discharges
on the aooelerating test bn Curve sheet 6A; but in actual ,,
practice the old cells lasted very much longer.

The following is taken from the records of the best
known firms nhich are using the old E cells.

Hehicles

Up Keep Ter
Battery Tsar

Total Charges
Of life

Adams Impress

Aitken & Company :

155

$68.

651

Vantine 5

53#

iogft

Tiffany & Co.

48#

1113

Hearne & Co#

30.

663

Kaoy & Co#

36.

639.

The variation in life and costs are due to more or less'
card in attending the battery and also to the amount of work.
The se vehicle 8 are one and two ton delivery wagons.

• It trill he seen that in actual work the life of the old
a battery is over five times that shown on the curve 6A.

There is no reason why the new battery should not give five
times the life shown on the same sheet} as all the defects
whiohwere iji the old battery are removed#

ft Will be seen by the Curve that the battery has had
415 complete charges and discharges and is still seven per¬
cent higher than When it started* x»00

(Auic-U^n^c Gtfim a -n.n.wt.r p(c3c« 1 mUj aJliUn IIOO.

the. extra Weight of the battery requires a more
powerful Wagon which is costly#

far the chassis of a one ton delivery
figures out that for every pound of
v-vii a cent# must be invested in chassis#
i?#* §wm£*t lend Battery- Kar to 'he carried, it
*t an mmf of for Chassis. • Hither

fill the ftieh| jirf re jght onrriea must he- reduced from
I* fp» peunae#in addition to this .extra west
^ J eadh at t e*y „ mafceOg. its.. initial whet equal to the

. . . weight of vehicle -ana battery hew -to -he pulled

fSciifl #■ m enpeaew again?* there in the' wear of rubber tire*

[ENCLOSURE]

lSiv^nd*Rt a*°ve the lead Battery operated over a

S' £2a?2 in * v^iola troiad have to he sold Vox less

tfreat^HumhKT* n£B pre0o?t aotuai 00B1;> °» account of the
great number or , renewals necessary.

from Se :J°Sa»aiSS costs and life were obtained

3S «*.Sa S “* ™e w111 t"‘» *•>«

J«t MJUl k<wc. od-uita, 3 o *7. c)«a*e^ ttpa.

[ENCLOSURE]

?£ach,inery, tools &_£ixturi
12 produce

5 0 0 CELLS PER DAY |

PRkss PtepfT

L " " #95i ■

^efkin® " #1 2 * * 5 6 * 8 ® $1056.80

Biles Shears

' Manville Presses © $345.00
■ Prop Hammers @ $117.60
Tumbling Barrel
Can Bending Machines © $188.3
Bending Fixture
Gas Furnace & Blower
Hydraulic Presses
Countershafts, Hangers, Pul¬
leys and Belting,

1 Hydraulic Depression Press

1 Squaring Press (Edison)

5 Top & Bottom Weld. Mch. @$593. i
1 Autogenous Welding Outfit

Sundry Tools

TUBE LOADING.

150 Loading Machines @ $350.00

26 Ringing Machines @ $185.00

5 Trimming Machines @ $30.00
Countershafts, Hangers, Pul¬
leys and Belting,

PERFORATING DEPT.

12 Brushing Machines @ $375.00

6 Sawing Machines @ $45.00

Countershafts, Hangers, Pul*
leys and Belting,

SMALL" TOOLS

: 972.00

: 2700. 00

: 1385.00

: 2101. 60

: 247.50

: 1035.00

: 235.00

: 50.00

0: 376.60

: 135.00

: 4300.00

1515.00

1844.40

262.50

1500.00

390.00
• 72.75

7.50

59.54

825.00

: . 339.37

: 13877.07

6476'. 69~

20353. 76

: 175.00

: 35.00

3: 366.80

5! 2966.25

! 1550.00

: bo93, 05

60.00

180.00

4E>] 00
285. 00

5378.05

» i

: 52500. 00

330.00
210. 00
4810.00
150.00

59.85 ;
5234.63
13.13
29; 25
270.00

686.80
b8686. 80 '

5*606. 86"

64293.66

3783.36

6162.50

50.00

4500.00

270.00

12320.00

12300.-00-

918.75

2587. 62
419 *73. 48

918. 75"

42892. 23

Carried Forward. . . $132917. 71

[ENCLOSURE]

Br ought i Forward "

SCREW DEPT.

S““ lellond Milling Mch. @$373. 00
1 Countersinking Mch. (Edison) ■

1 Bench lathe

\ Speed lathe

Forming Fixture

2 Manville Foot Presses @ $25
Soda Tank

2 Tapping lathes @ $25.00

3 Centrefuge, Am.ldry Co.

8 Drill Presses @ $168.75

8 Hand Screw Machines @ $310.00

2 Grinding Wheels @ $25.00’t

12 Acme Auto Screw Mch. @ $1500
6 Pratt & Whitney Scr.Mch.® $610

IRON 10ADING DEPT.

6 Extracting Mch. @ $25.00
" Fingers

" " Tools

6 Closing In Machines @ $100.00
" Tools

2 Grooving Machines @ $40.00
Fixtures for Sizeing
Countershafts, Hangers, Pul¬
leys and Belting’

F1AKE PRODUCING DEPT.

Mactiy, Tools, Equipment
Solution Purifying Dept.

fiake separating.

New System for Separating
6 Bliss Shears @ $284.50

Countershafts, Hangers, Pul¬
leys and Belting

RUBBER TREATING DEPT.

Material & Equipment

ANNEA1ING DEPT.

Tools, Fixtures & Equipment

NICKEL HYDRATE DEPT.

grinding & New Wash. System
Tools & Fixtures for Ni.Hydr.
NICKED P1ATING DEPT..

[ENCLOSURE]

s/ October. 13.19C9

J. P. Morgan, Jr., Esq.,

HepBr8-"J^^lTr£?^

London, Englani

.... , . v Enclosed X Leg to hand you a copy of*a^

°ereement whioh,| am prepared, to execute wfcen .
thfe,B^itJsh ."battery company .is ..formed , for the purpose.--,
*>. °f : «Br Uifor.ovfed,' storage battery ..’in -England.

I Have followed as clo^ely as. poa.sihle the proposition
outlined 'in my fetter of 'ffoVember ; 10th, 1904, .to , Messrs.

■ J. 'S. Morgan & Company. .The royalty 'bf sixty cents per
cell on cells or the A-4 type is in reality considerably
leBB than the royalty mentioned in the original proposi-
•*- ti°n„ f'or the reason thdt 4the _ capacity of -the~ A;4 -oel-1.
would. he very much higher than the old E-18 cell.! I
make this concession to you, however, beoause the some
concession was made to the German Company.

^ •t,e* me know if this proposed agreement is.

^ j^ao.o,sp,thble\ to you. ' ’ , j’-'’ -•

[ENCLOSURE]

- and -

BRITISH EDISON STORAGE BATTERY
COMPANY, LIMITED.

[ENCLOSURE]

AGREEMENT made this day of in the

year one thousand nine hundred and , hy and between
THOaiAS A. EDISOP, of Llewellyn Park, Orange, Pew Jersey,
hereinafter referred to as "said Edison", party of the
first part, and the BRITISH EDISOP STORAGE BATTERY COMPAPY,
LIMITED, hereinafter referred to as "said Company", party
of the second parts

WHEREAS, the said Edison has invented an improv¬
ed storage battery and is the owner of a large number of
British patents thereon; and

WHEREAS, said Company has been formed in order

I to exploit the said storage battery within Great Britain
and her South African Colonies with a capital stock of
one hundred and fifty thousand pounds , Sterling (£150,000)
which capital has been subscribed for at not less than
ninety-five per cent (95$ of par, and upon which the first
instalment of twenty-five per cent has been paid in cash,
the remaining seventy-five per cent to be called by the
Board of Directors as needed.

POYT, THEREFORE, THIS IPDE1TTURE WITPESSETH:

FIRST; Said Edison hereby grants to said Company the
sole, exclusive and non-assignable license under all of his
said storage battery patents in Great Britain, and also
under any patents relating to storage batteries to be gran¬
ted to, and under any applications for such patents to be
made by said Edison within ten years from the date of this

[ENCLOSURE]

agreement. . This license shall also include patents and
applications in Great Britain made hy any of said Edison*a
assistants relating to storage batteries which may he as¬
signed to said Edison within .the said period of ten years.
The following are the existing British patents under which
the Baid license is hereby granted:

Bo. 2,490, of February 5, 1901, STORAGE BATTERIES;

Bo. 10,505, of May 21, 1901, STORAGE BATTERIES;

Bo. 20,072, of October 8, 1901, ELECTRICAL ACCUMULATOR;

Bo. 322, of January 6, 1903, IMPROVEMENTS IB STORAGE
BATTERIES ABD IB APPARATUS EMPLOYED IB THE
MABUPACTURE THEREOF;

Bo. 26,948, of December 10, 1904, STORAGE BATTERIES;

Bo. 26,947, of December 10, 1904, METHOD ABD APPARATUS
FOR CLEABIBG METALLIC SURFACES;

Bo. 26,949, of December 10, 1904, COBTIBUOUS APPARATUS
FOR NICKEL PLATIHG;

Bo. 1,924, of November 2, 1905, ELECTRODE FOR STORAGE
BATTERIES;

Bo. 1,925, of March 30, 1905, STORAGE BATTERY ELECTRODE;

Bo. 1,926, of March 30, 1905, PROCESS OF MAKING METALLIC
FILMS OR FLAKES;

Bo. 1,927, of March 30, 1905, ELECTRODE MASS FOR STORAGE
. BATTERIES ABD PROCESS OF FORMING THE SAME;

No. 1,928, of April 28, 1905, STORAGE BATTERY ELECTRODE;

No. 1,929, of January 25, 1906, TAMPING MACHINE; ;

Bo. 1,671, of December 5, 1905, PROCESS OF MAKING METALLIC
FILMS OR FLAKES;

Bo. 401, of May 10, 1907, ELECTROLYTES FOR AT.trAT.TUT;

.. STORAGE BATTERIES;

Bo. 15,362, of February 6, 1908, METALLIC FILMS ABD PROCESS
OF PREPARING THE SAME.

[ENCLOSURE]

SECOMD: In consideration for the granting and trans¬
fer of such licenses, said Conpany agrees to pay to said
Edison, his heirs, legal representatives or assigns, a
royalty of sixty (60) cents United States currency on each
standard Edison storage battery cell of the type known as
the "A 4 cell", containing four positive and five negative
plates. Eor other Edison storage battery cells manufac¬
tured by said Company, the royalty payable to said Edison
shall bear the same proportion to the above royalty of
sixty cents per cell as the capacity of such other cells
shall bear to the capacity of a standard "A 4 cell"; that
is to say, if the Company shall manufacture cells having
one-half the capacity of a standard "A 4 cell" the royalty
payable thereon shall be thirty (30) cents for each of
Baid cells, and if it manufactures cells having double the
capacity of a standard "A 4 cell" the royalty payable there,
on shall be one dollar and twenty cents ($1.20). for each
of said cells. After all of the patents have expired, the
royalties shall cease.

THIRD: It is mutually agreed by and between the

parties hereto, that the said Edison shall further partici¬
pate in the surplus earnings of said Company upon the fol¬
lowing basis:

Of the actual earnings of said Company in each
and every fiscal year, after the payment of the said royal¬
ties to the said Edison, the stockholders shall be paid
an annual dividend of six {&%) per cent upon the invested
cash capital, which said dividend shall be cumulative, and
after the payment of the said dividend, any surplus earn-

[ENCLOSURE]

ings shall he distributed in the proportion of sixty per
cent (60%) to said Edison, his heirs, legal representatives
or assigns, forty per cent (40$ remaining at the disposal
of the said Company. It is however understood and agreed
that no distribution of surplus earnings shall be made un¬
til all accumulated dividends at the rate of six per cent
(6$ per annum shall have been first earned. Such distri¬
bution of any surplus earnings shall be made within ninety
days after the end of each and every fiscal year of said
Company, and for the purpose of such distribution there
shall be an annual accounting, made by public accountants
of the business done by said Conpany in each year.

The above participation of said Edison in the
surplus earningB of the Company shall remain in force
during the life of said Company. The payment of the roy¬
alties above provided for shall be made quarterly. All
amofints due the said Edison shall be payable at his dis¬
cretion either in London or in Mew York.

FOURTH: The said Company hereby agrees and covenants

not to make any of the following transactions unless direct¬
ly authorized to do so by the said Edison or his heirs, '
legal representatives or assigns:

(1) To increase its capital in order to consolidate
with or purchase any other corpany.

(2) To sell or transfer or in any way impair the
rights acquired by the present agreement.

(3) To use its earnings for increasing the capacity
of its plant or to put in reserve more than ten per cent
of its net earnings, but the said Company may increase its
capital stock for extending its factory capacity or work¬
ing capital without the consent of the said Edison.

[ENCLOSURE]

(4) To purchase or manufacture any other article
than the Edison Storage Battery.

(5) To go into the "business of renting batteries.

(6) To enter into any obligations beyond its capa¬
city to pay therefor from its cash capital.

E1ETH: The said Company hereby agrees that the said

Edison shall have the right to nominate and have elected
one representative on the Board of Directors or Executive
Members of said Company so long as the said Company may
exist .

SIXTH: The said Company further agrees not to sell

Edison batteries for export to any other country than Great
Britain and her South African colonies, nor knowingly to
sell Edison storage batteries to persons, firms or corpora¬
tions who do an exporting business, unless with the express
permission of said Edison or his legal representatives or
assigns. Said Edison for his part agrees that in the sale
of any rights under the Edison Storage Battery patents in
other countries, he will insert corresponding provisions
in any license agreements, prohibiting exportation into
Great Britain and her South African colonies.

SEVEHTH: The expense of any law suits or other legal
proceedings brought by or against the Company and involv¬
ing the right of said Company to exploit the patents afore¬
said, shall be equally divided between said Company and
said Edison. Said Company shall consult and be guided
by the said Edison, his legal representatives or assigns,
in the event of any patent suit brought by or against said
Company, and in every such case said EdiBon shall be en-

[ENCLOSURE]

titled to employ special counsel to follow his own instruc¬
tions and to control the suit in collaboration v/ith the
counsel of said Company.

EIGHTH: Said Edison will furnish at cost to said
Company, drawings of any improved machinery for manufac¬
turing the batteries which he may make during the exist¬
ence of the present contract. Until suitable facilities
are provided by said Company for manufacturing the active
chemical materials necessary for thOj battery, said Edison
will furnish said chemicals to said Company at a profit of
twenty-five per cent (25$ over and above actual cost.

EIUTH: It is mutually agreed by and between the
parties hereto that until the said Company is on a substan¬
tial basis as a going concern, that is, until such time as
it is paying expenses and fixed charges, the Baid EdiBOn
shall have entire technical control of said Company, shall
decide what manufacturing operations are to be carried on,
by whom and in what manner the manufacturing shall be per¬
formed, whether any factory shall be constructed, and, if
so, the location and the mode of construction and capacity
thereof, and all drawings and plans shall be subject to
his approval. A report of the business done by the said
Company shall be made to said Edison each month during the
entire life of the said Company, and the books of the Com¬
pany shall be open for inspection to the said Edison, his
legal representatives or assigns, at any time upon reason¬
able notice. Said Company agrees not to commence manu¬
facturing operations or to incur expenses in connection
therewith without the consent and approval of the said
Edison, his legal representatives and assigns.

[ENCLOSURE]

TENTH: The said Edison hereby agrees that the said
Company may, if permitted by British law, pay interest at
th* rate of six per cent [&%) on the invested capital up
to the time when the Company is able to earn interest there
on, and the said Edison, for himself, his legal represent¬
atives or assigns, agrees to temporarily suspend the pay¬
ment to himself, his legal representatives or assigns, of
one-half of his royalty above provided for until accrued
interest at the rate of six per cent (6^) per annum upon
the invested capital has been earned by said Company. It
is however distinctly understood that as soon as accrued
dividends at the rate of six per oent (6$) per annum shall
have been earned by the said Company, the full royalties
herein provided for shall thereafter be paid, it being
only the intention of said Edison to assist said Company
during its preliminary operations.

This agreement shall terminate upon failure of said
Company to carry out any of the terms and conditions here¬
of, but without prejudice to any claims which the said
Edison, his heirs, legal representatives or assigns may
have against the said Company, and in the event of such
termination the licenses herein granted shall likewise
terminate and be canceled, and shall thereafter be without
force and effect.

IN WITNESS WHBREOE, the parties hereto have caused
this agreement to be executed on the day and year first
above written.

Witnesses to the signature

of Thomas A. Edison. -

BRITISH EDISOH STORAGE BAT¬
TERY COMPANY, LIMITED,

Attest:

Jan. 28, 1910.

Messrs. J. E. Morgan & Co.,

How York City.

Gentlomon : |

In connection with tho Battory Company for England,
my Engineers havo boon for many wo oka making ostiraatos of
machinery tend to old' for manufacturing .500 oellq per day of
10 hours (excepting ono department, which must •worli 20 hours),
including pov/or station, with al-lovrcmoo of a roaopnablo profit
to tho manufacturer for all maohinory, oto.., which enhijot bo
purchased in the opon markot. Elio actual iionoy necoscai-y is
§354,000.00. Shis does not include! buildings , as it will bo
boat to ront a. factory at first, but does include cost of
placing tho maohinory within an ordinary factory building.

Chemical Works for manufacturing tho active material . 1

is not includod. Ihe Amorioan works will manufacture this
mat o rial for tho ’nglioh Company on the basis of cost plus
15# for profit. A groat reduction in cost will thus bo made
in overhead' exponsos ana qnablo uo to . supply tho English Com¬
pany for loss than they oen mako it thomsolvos, and thoy also
obtain tho advantage of tho vory low price for which I got my
metallic niokel, duo to a long contract I mado with tho IJiokol
Eruot wMlo. Mr. was its Irosiaont . However, if at

Any time in tho future tho English Cornpany .dosiro .tp monufao-
turo the aotivo, material thomsolvos, .they aro , at libqity to do ' }

- - - - - - : - ^ frf>, ft ^V»v„ 7* „ .

. . (2) .4

and I will ooll tlio surplus machinery used on their work lor
;)uct what it cost.

- X advise that tho Company havo a capital of ono mil¬

lion dollars, so that thoy can oarry their stock in course of
manufacture and givo tho customary credits.

1 boliovo I eon got a manufacturer to hid on making
and installing tho opeoial machinery and possibly ono who will
contract to sot up and operate tho whole factory and turn it
over as a going oonoom if tho buildings are provided.

It might bo well that some person of business abili¬
ty bo solootod to invostigato tho whole venture, as a oommor-
oial proposition, before any monoy is ventured.

,.\s to tho 'technical part, that is subject to exact

fcnowlodgo .

I should prefer that this bo dono, as I find it vory
pleasant to bo associated with people who havo as much faith
in a thing as mysolf.

Our factory horo is just getting in shapo.

Our output i3 200 colls daily and is gradually boing inoroased
to 500.

Wo nro many thousand colls behind our orders, and
the profit, notwithstanding our large overhead espouses at
present, is about one dollar por ooll, which will go to
$2.60-<® $2.60 when wo roach 500. Shis I oonsidor rather good,
whon wo know the vast field for improvomont in tho coot of
production.

If any further information is dosirod, addross me
at Fort Myers, Florida, till April 1st, whero I Bpond my yoarly
vacation.

Yours vory truly,

5x_Cl/

fcxE:

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the Bates Advertising Company

OFFICE OF

CONVERSE D. MARSH

CHAIRMAN EXECUTIVE COMMITTEE

15 SPRUCE ST. NEW YORK

ENTRANCE TO OFFICE FLOORS 5« STORY

Telephone Numbe*

4420 )

4421 Beekman.

4422 J

Tune 4,

1910.

Thomas A. Edison EBq. ,
Orange, H.T.

Dear Sirs-

Referring to plan drawn up tgr Converse D. 'Harsh,
whioh is attached, we hereby agree to jftaxoui same at a
price of «&iygtii_Thousand Dollars, (^p^toOuao) should you
desire us to execute it. All copy and proof to be submitted
for your final approval.

Very truly yours,

THE BATES ^VERTISIHG ^COMPANY,

JtuuJwu

SK B Eirst Vioe/President.

[ENCLOSURE]

The Converse D. Marsh Company

15 SPRUCE STREET, NEW YORK

May 20, 19X0.

Thomas A. Edison Esq.,

Orange, B.J.

Bear Birr¬
s'01' a year’s campaign to wake up the Central Stations to
the tremendous new field in Bleotrio Trucks and Electric Automobiles,
ijiade possible by the perfected Edison Battery and the Eansden Wagons,
Z submit the following: -

SJUULl

F.feg.t: A. Converse D. Marsh to give personal supervision, to (a)
campaign to produoe "sdmple sales" of lansden Wagons.

A oampaign with Central Stations to get them to
realize the widespread importance of the Electric
Truok business, and to induce them to get first¬
hand information on such an Important subject by send¬
ing a special salesman to Orange and Hewark to re¬
ceive proper education from you and your organiza¬
tion. This will inolude the Central Station

starting a Truck Dept, in which of course, we will
try to have the Iiansden Wagons figure exclusively.

B. A constant stream of publicity in the technical press

C. A confidential statistical and informative circu¬
lar issued monthly to Central Stations telling them
what . other Central Stations have done. WhereTfou*

.departments have been formed. This Bheet to be
gotten up in a very official-looking style, with
no pictures or anything of that kind. This con¬
fidential circular will only be sent to Central
Stations who start Truok Depts. but the other Cen¬
tral Stations will be told of it in an endeavor to
get them to start Truok Departments.

D. The Edison Battery House Organ to be sent to all I

Central Stations monthly giving the latest in- ?

formation. f

[ENCLOSURE]

- 2 -

33. Follow-up campaign of letters and. printed matter
details of which we give on another sheet.

F. Special personal work by C.D.M. with the big syn¬
dicates in Hew York, for which no oharge will be
made.

0. As a tentative suggestion, C.D.M. to’ go on the
road and see the larger Central Stations himself,
and besides these, the big, syndicates in Philadel-,
phia Boston and Chicago* 7a*. $)

Second.

A proposal that one salesman visit the large
Central Stations instead of employing two for the first year,
and oonfine this salesman's work to the larger cities and towns
of which there are V48 in the Eastern Central and large Central-/?

Western states. He would also viBit any smaller towns which look*
ed promising after correspondence. Vi |

I have figured on a high class salesman capable of j

properly impressing the Central Stations. The ooBt of this whole cam- j
paign would be approximately 420,000 for one year. In addition to this
I have figured on my own personal services as a salesman on the road
to do ten days personal work among the larger Central Stations and
syndicates. This is not comprehended in my managing the oampaign. I
charge for ay servioes, while traveling on the road, $250. a day and ex- |
ponses, but where I have a retainer on a yearly basis, I cut the per diehv \d
fee in two. The cost to you would therefore be at $126. per day and If

expenses* s

If you do not desire to expend this amount of money,
you oan of course reduce it at arr point you eleot*

[ENCLOSURE]

- 3 -

If I go out myself, I shall expect to secure some orders for
Lansden Wagons.

EXPENSE OS’ EIRST YEARS CAMPAIGN ON
CENTRAL STATIONS EOR EDISON
BATTER? AND I -

Retainer for O.D.M.

One salesman

Salesman's expenses

3.2 letters to 2,000 Central Stations

with handsome Booklet enclosures,

1 piece of unusual printed matter
to 2,000 Central Stations
4 & BM postage on letters
Postage on printed matter
Monthly confidential statistical
ciroular 500 editions at #10 per mo.
Monthly house organ two' oolors
Postage on same

Incidental and special expenses for
special work as campaign develops _

5,000

120

L,200

240

-9.6.9-

TOTAL

#20,000

Special proposition of ten dqys road work By
C.D.M. at #125. $1250.

Expenses estimated, 200.

[ENCLOSURE]

Jirat letter;

A personal announcement letter from Mr. Edison
which explains the enormous possibilities for the Central
Station by the development of the Truoking business, and
how, without increasing the investments, Central Stations
can double and treble present income. This is suoh an

important matter to the Central Stations, meaning more than
the supplying of power to the trolley roads, the big iso¬
lated plants, et.o. ""^hat Mr. Edison urges upon them the
necessity of appointing a Bpeoial salesman to look out for
this class of work, and Mr. Edison further offers, if the
central Station will send suoh a representative on to Or¬
ange to devote his time and that of his organization to giv¬
ing the Central Stations' representative the proper educa¬
tion and showing him just how the business oan be secured.
With this letter will be enclosed a booklet of impressive
statistics showing what the Trucking business amounts to,
and how it is bigger than the entire freight business of the
Steam roadB of Amerioa. The booklet will also show why it
has not been possible until now to develops this enormous
earning capacity for the Central Stations, (it would be
very important to do this latter if the large majority of
the ffibntral Stations are to be properly impressed).

[ENCLOSURE]

Second letter.

Another letter from Mr, Edison in which
he offers to send a member of his engineering staff
to the town to properly oompute the possible earnings
from trucking business. The engineer to go on to
prepare all the data eto. eto. at Mr. Edison's expense.
Enolosed with the letter would be a booklet showing
the interior of a Central Station in a town of 1Q0OO
inhabitants, when all the trucking is done by eleo-
trio trucks. This would show a long line of generators,
and be quite impressive to the little fellow. Hext
would oome a view of possible Central Stations which
had under its oontrol charging of the Electtic trucks
in a oily of 50p00 inhabitants, and last would come a
view of a Central Station in Sew York City under the
same conditions. This booklet would be a "stunner*
and would really be a considerable factor in waking up
Central Stations to the possibilities.

Third letter.

This would be a letter from the Manager of the
Edison Storage Battexy Company showing that the pos¬
sibilities in Electruo trucking had not been overdrawn,
and oiting the tremendous growths of the electric bus¬
iness itself and the predictions that Mr. Edison made

[ENCLOSURE]

- 6 -

of it and how they have been more than fulfilled.

Show in this letter, (and a small printed enclosure
can go with it), just what happened, for instance
in Hew York on Pearl Street. The bahy apparatus they
started with, and what the business is today, eta., etc.
Pourth letter.

This would be a letter from the Xansden Wagon
Company telling what they have done, and why they have
been successful where others have failed in the Elec¬
tric wagon business. How they have paid attention to
design, elasticity etc. of the frame and correct
engineering all the way through, where other eleotrio
trucks have been hastily thrown together t lying to meet
an immediate demand without engineering intelligence.
This letter would recite how evexy Lansden Wagon ever
put in commission could be referred to , how every one
of them was running suooessfuily todsy and the oldest
ones were eight years old, etc. etc.

Pifth. Letter.

Ihis should be another personal letter from Hr.
Edison to the Central Stations, telling how to do in
one year what would otherwise take five years, by
starting right and starting actively now. let Mr.

[ENCLOSURE]

- 7 -

Edison mention about the lansden Wagons and how a
broad policy will be maintained by giving to other
manufacturers of trucks, Blue Prints of all the plans
of the lansden Wagons, so they can in the future bene¬
fit by lansden fore -handedness. A few tactful words
should then be put in as to why Ihe lansden Wagons
are superior,

Sixth letter.

This is a letter from the Manager of the
Edison Storage Batteiy Company bo the Central Stations.
It has a small enclosure with it making an analysis of
earnings and showing the size of dividends possible
from charge trucks and electric pleasure vehicles with¬
out any additional investments. Some specif io reference
to work already accomplished and an estimate would be
made on earnings from

20 one-ton trucks
10 two- ton *

1 five-ton ' "

and automobiles thereof. It might be well to split up
this letter according to the size of townB and make
the direct reference to. the number of truoks

Seventh letter.

This is another letter from the^ Manager of the lansden
Tiuok Co. telling what 3-Ooal merchants save hy using

[ENCLOSURE]

- 8 -

Kleo trio Trucks, and a 'booklet would be enclosed show¬
ing how lansden Company would co-operate to help get
the business, sending a member of their staff out if
neceBBaiy .

Biffhth Letter.

This would be a new catalogue sent out with Mr.
Edison's card, filled with figures and data on oommer-
oial trucking, and especially o ailing to attention to
the difference between the electric truokB and gasolene
truoks. How the large use of gasolene trucks iB pro-

w\crea<7<X

hibitive by the^prioe of gasolene and giving a pmctioal .
talk on truck anjd batteiy combined.

Mlnth Letter.

A letter from the Lansden Company suggesting
ways and means of the Eleotrio Light Co. going into the
Trucking business — that is, selling truoks, and pos¬
sibly forming a separate company to do the business}

"to

but the oompanyAbe financed by the Central Station, in
order that they keep their handB on the charging busi¬
ness and not let isolated plants get it. This letter
would also tell about recent sales to oentral stations
by the Lansden Company.

[ENCLOSURE]

- 9 -

Tenth letter.

This would he a letter from the Manager of the
Edtson^^Storage^Fatteiy to the Central Stations tel¬
ling how^Lead batteries whioh had been a failure,
oould be made over and made praotioal and satis-
faotoiy to the customers by putting in the Edison
battexy instead of the lead battery. This would be
a vexy important letter and will aid in the sale
of a great many batteries on trucks whioh have al¬
ready been equipped with lead batteries. In this
letter would be sent blanks for the Central Stations

tto fill in, giving the name of evexy horse truckman
in town, and on a separate sheet the names of those
who have ele.cfcric truokB. Get the central Station

This would be a letter to evexy truolaaan in
town. In the estimate I have simply put this down
as a 2,000 list, but of course it would run in the
many thousands, the difference in prioe being taken
oare of by the allowanoe of $860.

EwelTtft letter.

This would be a letter from the Manager of the
Edison Storage Battexy Co. urging upon Central

[ENCLOSURE]

- 10 -

Stations their oo-operation in getting after the
tru oilmen in the town and sending a oopy of the
letter sent to the truckmen* I would also advise
a novel 1y piece of printed matter — something
entirely different from anytlting seen before —
to send the Central Stations by the liansden Co.
Graphically illustrating the growth of the eleotrio
truok business.

As a tentative suggestion I believe it would
be possible to fom among local companies of local capitalists in-
lcuding the officers of the Central Stations themselves, to do looal
trucking on the co-operative plan for baggage etc. as well as furnish¬
ing a servioe for the smaller stores for delivery in different parts

of the town.

[ENCLOSURE]

Electric) Autos,

Bleotrio Truoks

Sparking Batteries for gas autos.

Sparking batteries for stationaxy gas engines
Sparking batteries for motor boats
Lighting for boats and yachts.

Lighting gas autos.

Isolated oountxy plants
Telegraph companies
Telephone companies

Railway interlocking Bwitoh and signal
Lighting and Bteam railway oars
Running street cars
Wireless apparatus
Rental and surgical
Eire alarm signals
Medical and X'X’gy work
Portable lighting
Labratoiy work

Labratoiy work

/ Small motor work. - p. -i — /)

The Converse D. Marsh Company

Thomas A. Edison Esq.,
Orange, N.J.

In aeoordanoe with our understanding, I now make
application to you to tie retained for a period of one year
as Selling Counsel in your Storage Battery business.

My salary is to be the sum of Six Thousand Dollars
(§6,000.00) for the year, to be paid in twelve equal monthly
installments^^. ‘

In case you desire meto^o'any^r^eling^ surfTas*^
indicated in the attaohed plan, additional compensation is to
be paid me at the rate of §125. per day and expenses.

I attach copy of the plan, to which I am to give my
professional attention,^ .

This letter is sent in duplicate. Acceptance by you
will constitute an agreement between us,

«w> CX

Very t:

1616

MEMORANDUM

Xfv ^

Mr. H. F. Miller:

I hand you herewith contract made yesterday f/i
with Mr. Converse D. Marsh, .under which we agree to pay him
$6,000.00 per year at the rate of $600.00. He is to take charge
of an advertising campaign for the lansden Company. If his
services are unsatisfactory, we have the right to terminate the
arrangement at the end of three months hy paying him $4,000.00, '
inclusive of any monthly payments that may have keen made up to
that time. .

Plih/lWW p. 1. D. WllW4

1730

MEMORANDUM

Mr. II. I*. Miller: 7/27/10.

I hand you correspondence with Mr. Marsh, which
I wish you would file away with tho original contract, in case
any question comes up as to the present work he is doing. 1
was afraid that he might make 'some sort of a claim for export
compensation and therefore wrote him so as to mako the matter
clear.

I’lD/lWW ]?, L. D.

Enc-

[ENCLOSURE]

/July 22, 1910.

Converse D. Marsh, Esq. ,

15 Spruoe Btreet,

Hew York, lT.Y,

iy dear Mr. Marsh:-

When you told me yesterday by telephone
that you expected to debate with Mr. Blizzard the meritB
of the Edison battery as against the Exide battery, X waB
opposed to . the idea, but did not .want! to pass judgment Jon:

! ■ /;•■• -■$ i: :

the matter offhand and preferred to take it up with Igr-
Edison. This I have done and he agrees with me thatgtbie!

would be a mob t unwise thing to do

and X i

t requesj

^therefore./thafy the matter be dropped. Hot knowing ^xSo^
ly- what the work was that you were doing in Kew York'og K
what your status was, I mentioned thiB matter also to MT.
Edison -and .he j. tells me that what he wante you to do 1b to
oiroulate genSr^ly around among people who might be inr
p t Greeted ip the| battery and endeavor to cultivate that
I interest. '/Ik this, youXunderBtanding of the situation?

I .1 take it;, for granted that the work you are doing
oomes finder/ the hea^.of Selling Counsel, as qovered by
the contract of June 7sth. Let me know if’, this is bo-, in
order that there may be \no misunderstanding on the point.

\ ' Yours xvery truly,

■v ■ JVi .■ ■

ELD/ ARK, i f V, s Vice-President.

[ENCLOSURE]

The Converse D. Marsh Company

15 SPRUCE STREET, NEW YORK

July 25, 1910.

Prank L. Dyer, Esq.,

Vice President,

Edison Storage Battery Company,

Orange, Hew Jersey.

My Dear Mr. Dyer:

Answering yours of the 22nd:

Immediately I saw that you objected to my debating with
Mr. Blizzard the merits of the Edison and Exide Batteries, I dropped
the matter completely until we had an opportunity for conference.

I assumed no foolish position. You may remember that I
told you over the telephone that when the suggestion was made that
I take part in a controversy with Mr. Blizzard, I met the suggestion
by saying that,, if he did, I was not up on the technical details and
expected to be allowed the privilege of having an Edison Battery
Engineer with me.

I am circulating^ generally and I hope I am also stirring
up some interest.

You are correct: the work I am doing comes under the
contract made on June 7th. There is no extra charge for any of my
personal work so long as it does not call me out of Me.wiYork, in
which is included my visits to Orange.

dM, -Z/. *tt O.

I coJ

... 4‘

October 21, 1910.

Regarding my letter to Mr. John M.

Ians den, Jr., of August 3lBt, 1908, whioh X return here¬
with, pleaBe take up the matter with Mr. Harry E.

Miller ana asoertain If he has carried out all of hid
obligations, and if so I will transfer the stook now
heia by me as Trustee to Mr. Edison. When you do this
I will take up the matter with Mr. Edison and asoertain
whether he wishes to have Mr. Iansden continue as general

[ENCLOSURE]

Mr. John M. lansden, Jr»,

Newark, N. J.

Dear Sir:

As Mr. Edison is away and will not return until a£ter
September 1st, 1908, and it appears desirable that the change in the
affairs of The Lansden Company, which we have already f Ully difl**
oussed, should become effective on that date, 1 suggest th^t you
transfer to me as trustee the stock. of The Lansden Company {$30>OOO)
in order that the business may be taken over on September 1st* *£,
after Mr. Edison's return, the arrangement is not put through as
we expect it to be, 1 can return the Btock to you and the whole
matter can be called off.

The following is a brief summary of my understanding flf
the general arrangement which is to be made between you and Ur.
Edison, but its final carrying out is, of course, subject toi'Mr.
Edison's ratification upon his return, because 1 am not authorised
to definitely bind him in "the matter:

You and your brother David §. Lansden to' assign all the
stock of The Lansden Company ($30,000) to me as trustee with
power to transfer four shares to directors to qualify This

(1)

[ENCLOSURE]

' x . . - ■ ■ •

August 3Xt l?o8.

Mr. John M. lansden, Jr,

to he done to protect you until your stock is fully paid for, at
which': tima-X shall he tree and I hereby agree to transfer It to
Mr. Edison or his nominee.

The *2500 paid on July 1J, 1908 and the *2^00 paid
on August 25, i908 to The Lanadon Company hy Jlr. Edison are to he
considered as loans to The Lansden Company and shall he repaid to
Mr. EdiBon hy that Company at whatever time, i s agreeable to Jlr.
Edison.

Mr. Edison shall pay to you and your brother on a
basis of $35,000 for the stock of The lansden Company if the con¬
dition of the affairs of that company is the same on September 1,

1908 as is shown by your report of June 30, 1908, On that assumption
$27,000 shall be paid to David S, Lansden, namely, $10,000 in cash
and the balance in four equal promissory notes of $4,250 each or.
$17,000 as the amount of all the notes, these notes to mature
respectively three, six, nine and twelve months after September 1,
1908, and to bear interest at 5^ per annum. The $16,000 in cash
can be paid immediately, but with the distinot understanding that
if the deal is not consummated, l shall not be required to retransfer
the stock to you and your brother until the money is repaid to Mr.
Edison, and satisfactory arrangements made with respeot to the
payment of the two loans of $2500 each, above ref erred to.

The remainder of the purobase prlqp (qr $8QQ0, if the

' ' ’ W

[ENCLOSURE]

August 31, 1908$,

Mr. John M. lanBden, Jr. '

total purchase price Is $35,000) shall be paid to you in oash or
notes, at Mr. Edison's option, at the time of settlement with Hr*
Edison. You Bhall give the representatives of Mr* Edison ample
opportunity of learning the condition of the business of The Lans-
den Company on September 1, 1908, in order that a corresponding re¬
port as of this latter date may be made. If there is a change in
the condition of the business affairs of The Lansden Company,
the purchase price for the stock shall be based on the condition
of its business on September 1, 1908 as compared with its condition
as shown by your report of June 30, 1908. If the surplus of itB
assets over its liabilities at the later date is greater or less
than at the earlier date, then the purchase price shall be increased
or decreased by the amount of increase or decrease of said surplus^
You and your brother shall make an assignment to Mr*

Edison of any and all claims which you may have against She Lansden
Company, and of any rights which you may have to its assets*,

You are to act as manager of the company and to give

your best skill and ability In the conduct of its affairs, together
/any

with the right to use inventions Or improvements that may be
adopted during the time of your connection with the Company* tour
salary shall be $5000 per year, in addition to which yoU are to
have commissions as follows: On all work done by Ihe Lansden Conn
pany during any year hereafter commencing September 1st, 1908, up
to the production of 15O 'vehicles or their equivalent, ZQflC of the

(5)

[ENCLOSURE]

August 51, 1908.

Hr. John It. Xansden, Jr.

actual net profit; from 150 to 200 vehiolea, 19X of the actual net
profit; from 200 to 300 vehicles, l£J* of the actual net profit;
and if 300 vehicles or over are completed in any one year, 10^
of the actual net profit. In each case a vehicle is understood
to mean a one-ton unit or its equivalent; a two-ton unit is cal¬
culated as one and one-half vehicles; a three-ton Unit as two
vehicles and larger units in proportion.

If at any time after September 1, 1910, Jtr. JRdiaoi)
should he dissatisfied with your conduct of the business, he oan
notify you of that fact, and you may he feraoVed as manager and will
give a general release on the payment by him to you of ten times
your commissions for the year previous to such notification.

Yours very truly,

e X.

(tenoral dounsel.

We hereby agree to the above arrangement, pending Hr.
Batson* 8 return.

[ENCLOSURE]

'/ . ;7~. . ■ . “• ~ . " 1

r/C^-iidc/A Co ’

. •>

oj2^£*-*> <>xtsv — - y

pcrw^G-J <h— UH>^-*~ fB*e-a—

‘ firvv. b<9wf

~yj f - r -5£fv

<^s4^S

udL**-jQ&, ^tz (s2. dudu*£fie el >-*-*- (/£X (

... U'lM.Jl^ Qc_<*^ .*%-7

; /^bo-CKvve>i*tc< - -

A > y ' ' 7 |

:r? -

q\c^-~-~9 - — — * - ” -7

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... J ^Lo-«k. frj — c. g ., — ■~^*L L* f"~)i . . /-^

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M| tf>v pe»-*j vtue^f* rR/L oi^CS^:,>f CeruJlr-v-tsJ

Qnfe^^.'fT ^ JW cotC

_ "Ti> &L dU-^-Gntf vfus lAJ- £deLAA^uJ

I _ _ eAj>^d|\5X>«5>0 .’Lfe6<^r- lAjCf L....

(^jvrr^ . i ■■_(?. _ -

i ,=f-* l|* l<W \r^ttt«2J2oa /<*-<** — -

La^uJGuX d<9^dGa- -

1 . (w <4e>t» J'fc cCoSZZX^, |p-eo^^”

' oe^QdJSiax*r*v' Chit- Cft- t-*-eA-c7

[ENCLOSURE]

JL578

MEMORANDUM

Hovember 4,1910.

Mr. Holden: -

Eeferring to my memorandum of October 21st
to Mr. Churchill, you will note that Mr. Ians den has
now carried out all the conditions of the original ar¬
rangement with Mr. Edison, so that 1 can now transfer
the stock I hold as trustee to Mr. Edison. Elease see
that this is done. Of course, I want to retain at least
one share to qualify me aB an offioer and director.

Af.ter the stock has been transferred to Mr. Edison,
please return the original letter to Mr. Miller, dated
August 31', 1908. The matter of continuing Mr. Ians den
as general manager will be held in abeyance.

i1. i.

EhD/AEK.

MJs{aA.A

Hu Mul, JkXGlu 7iy*4- \ Xw

Mia** Uufa<A A *XLj A£

fa '~aL*j~ ct^Ac, |

[ATTACHMENT]

Hay 88 1 1911.

Mr. Converse 3. Marsh,

16 Spruoo St*,

Ifow York City.

hoar Mr. Marsh:

Referring to your contract with Mr.

Edison of June 7, 1910, this expires hy limitation on
Juno 7, 1911, hut in orfier that there may ho no question
about it, I hog to notify you at Mr. Edison's request
that wo do not cure to extend it beyond that date.

I hope that you aro satisfactorily recovering
from your unfortunate accident.

Yours very truly,

ffiD/i m

Vice-President.

[ATTACHMENT]

iL~

^STIjXfntctSr Jh. ^SlVtStint

LEGAL DEPARTMENT RECORDS

The Legal Department Records consist of correspondence, patent
interference files, litigation case files, and other material pertaining to the
activities of Edison, his attorneys, and his representatives. Established in
1904, the Legal Department centralized the business of Edison, his
laboratory, and his companies for the consideration of legal matters. It dealt
primarily with patent concerns, including applications, interferences, and
infringement litigation, but it also handled a variety of other legal matters, such
as real estate transactions, copyright and trademark cases, and the execution
of agreements, assignments, and licenses. Edison's personal attorney, Frank
L. Dyer, served as general counsel of the Legal Department. He continued
to manage its affairs even after becoming Edison’s chief executive officer in
1908, when he replaced William E. Gilmore as president of the National
Phonograph Co. and several other Edison companies. The records of the
Legal Department consist primarily of files that Dyer, his staff, and his
predecessors collected and maintained on individual subjects or cases.
Dyer’s associates included Herbert H. Dyke, Delos Holden, William Pelzer,
George F. Scull, and Dyer Smith, as well as attorneys from firms in
Washington, Chicago, and elsewhere, who were consulted and hired to
pursue litigation, perform research, or collect depositions. Among Dyer’s
predecessors was Howard W. Hayes, who handled phonograph litigation until
his death in November 1903.

The documents are arranged by subject into five groups: (1) Battery;
(2) Cement; (3) Motion Pictures; (4) Phonograph; and (5) Edison’s Name!
Within the first four groups, the material is organized by document type:
Correspondence; Interference Proceedings; Case Files. The fifth group
contains correspondence and case files regarding legal action pursued by
Edison against parties, including his two oldest sons, who used the name
"Edison" for commercial purposes.

Less than 5 percent of the documents have been selected. The
selected items demonstrate Edison’s direct involvement in the progress of
litigation; pertain to experimental work performed by Edison or his
associates; or broadly illustrate the business and legal strategies of his
companies. The items not selected include numerous case files for suits in

which Edison or one of his companies was at least nominally involved, but for
which there is no evidence of Edison's direct participation.

Because of the vast quantity of material in the Legal Department
records, detailed descriptions of the unselected case files and other
unselected records have not been presented. A comprehensive finding aid
to the archival record group, Legal Services Department and Retained Firms,
is available at the Edison National Historic Site.

Documents relating to the activities of the Legal Department also
appear in other series on the microfilm. The Document File Series contains
"Legal Department" folders for the years 1908-1910. Corporate
documentation and other material of a legal nature, including correspondence
and other items pertaining to the progress of litigation, can also be found in
the Company Records Series. For example, the "Correspondence,
Domestic (1903)" folder in the National Phonograph Company Records
contains a 1 7-page report summarizing litigation left pending after the death
of attorney Howard W. Hayes.

LEGAL DEPARTMENT RECORDS
BATTERY

This material consists of correspondence, court records, and other
documents relating to patent interference proceedings and infringement suits
and to other litigation regarding Edison primary and storage batteries. Most
of the items pertain to the protection of Edison’s patents against those of
competitors. Included are selections from two case files: one involving a
Patent Office hearing on storage battery patents, and the other dealing with
infringement suits over primary battery patents.

Less than 10 percent of the documents have been selected. The
selected items reflect Edison's personal involvement in legal matters, detail
experimental work by Edison or his assistants, or broadly pertain to
stratagems employed against competitors. The documents are arranged in
the following order:

Correspondence
Interference Proceeding

Edison v. Jungner (No. 22,153)

Case Files

Edison v. Witherspoon and Lewers (Patent Office Hearing)

Thomas A. Edison and the Edison Manufacturing Company v.

James W. Gladstone and Eben G. Dodge

Correspondence

This folder contains correspondence relating to legal matters associated with the
development and sale of batteries. The selected documents cover the period 1903-1906 and
relate to storage batteries. Among the correspondents are Edison; Frank L. Dyer of the Legal
Department; and Dr. L. Sell, a Gentian chemist. Most of the items concern patents sought,
granted, or contested in Germany and Sweden and discuss competition between Edison and
Ernest W. Jungner of Sweden. Also included is a 17-page letter from Frank L. Dyer to the patent
firm of Meffert & Sell discussing the technical problems that led to the suspension of commercial
manufacture of Edison's storage battery in 1904.

Interference Proceeding
Edison v. Jungner (No. 22,153)

This folder contains rnaterial pertaining to a Patent Office proceeding involving a storage
battery application filed by Edison on October 31, 1900, and a competing application by Ernest
W. Jungner. The selected items include the Patent Office notification of interference and the
decision against both parties. Also included are a statement and a memorandum by Edison
concerning his early work on storage batteries.

Case Files

Edison v. Witherspoon and Lewers

This folder contains material pertaining to a Patent Office hearing involving a patent for an
improved alkaline storage battery, granted to Ernest Jungner on September 1, 1903. Edison
objected to the patent and initiated proceedings against the examiners, Thomas A. Witherspoon
and Albert M- Lewers, charging them with "incompetence, neglect of duty and maladministration
of office." The selected items include Edison's petition; the petitioner's brief; letters from Edison
to President Theodore Roosevelt; and correspondence between Frank L. Dyer and U.S. Senator
John F. Dryden of New Jersey. Also included is the decision by Assistant Commissioner of
Patents Edward B. Moore, which declared the Jungner patent invalid and reassigned the
examiners to another division in the Patent Office while exonerating them from charges of
malfeasance.

Thomas A. Edison and the Edison Manufacturing Company v.

James W. Gladstone and Eben G. Dodge

This folder contains material pertaining to a suit brought by Edison against former
employees James W. Gladstone and Eben G. Dodge, who established the Battery Supplies Co.
to compete with the Edison Manufacturing Co. in the sale of primary batteries. The case, which
was initiated in the U.S. Circuit Court for the District of New Jersey in July 1903, involved the
alleged infringement of Edison's U.S. Patent 430,279. The selected items include the bill of
complaint, answer, and affidavits; correspondence regarding the progress of litigation; and a
settlement agreement signed in November 1 904. Also included is an undated answer by Edison,
filed in the countersuit brought against him and the Edison Manufacturing Co. by Gladstone, who
claimed the right to manufacture batteries under Felix Lalande's U.S. Patent 479,887. At the end
of the folder is an agreement of August 4, 1905, between Gladstone and the Edison
Manufacturing Co., providing for the purchase of the Battery Supplies Co. by Edison's company.

Legal Department Records
Battery - Correspondence

This folder contains correspondence relating to legal matters
associated with the development and sale of batteries. The selected
documents cover the period 1903-1906 and relate to storage batteries.
Among the correspondents are Edison; Frank L. Dyer of the Legal
Department; and Dr. L. Sell, a German chemist. Most of the items concern
patents sought, granted, or contested in Germany and Sweden and discuss
competition between Edison and Ernest W. Jungner of Sweden. Also
included is a 17-page letter from Frank L. Dyer to the patent firm of Meffert
& Sell discussing the technical problems that led to the suspension of
commercial manufacture of Edison’s storage battery in 1904.

Less than 10 percent of the documents have been selected. Among
the items not selected are letters pertaining to storage battery patents in
Great Britain and to a collection dispute involving Edison primary batteries.

[FROM FRANK LEWIS DYER]

• •

December 7,1903.

Messrs Brandon Bros.,

59 Rue de Provence,

Paris, Prance.

Gentlemen:-

1 wiBh you would have Dr. Sell consider carefully
the possibility of success in bringing an action t'o have Jungner’s
German patent Bo. 110, 210, of March 31 ,169, 9; '..annulled* In the first
place he should ascertain whether Jungnef • has complied with all
the requirements regarding the working of;his patent and as to the
payment of taxes. The principal ground on .which the annullment
could be urged is that of lack of novelty . of. 'jTnhgner* s claims in
view of the state of the art,. , Jungner aj>parent^.y: 'believed he
was the first to make a storage battery with an alkaline electro¬
lyte and wherein insoluble active materials laye iised. It appears
that this suggestion was very old long /before'. Juhgner1 s patent.

In an article by George Leuchp in "Cent raiblaty. fur Rlectrotechnlk"
for 1883, the writer refers to "Accumulators with' ('■insoluble energy
carrying bodies which after charged rouiain insoluble " . and on page

500 says;. • '

"I manufacture storage batteries beldngihg ' to this
group which reach 1.40 volts,, arid consistsy-of - Cadmium oxid
Potash lye - Manganese oxydul - which after charged give
. . Cadmium - Potash lye -? Manganese superoxide. Accumulators
of 1.46 volts are obtained by. replacing! the'. Manganese in
such batteries, by iron, accumulators of:, lower voltage if,
instead of the. Manganese, other hydroxides aha used which
are. insoluble in .potassium solution; such as Bihmuth, Mer¬
cury, Nickel , Cobalt. etc i,, or if,,. instipad of the. .Cadmium,
the aforesaid metals a're made use off 4; ’V.

.French patent, to Darrleus, No. 233,083,, of September
27,1893, refers t,o storage batteries of the lead, and alkaline
zinoate types, and points out the objections thereto. The patent
then continues:

"My new accumulators with alkaline electrolyte are,
on the contrary, based on the following principle: to con¬
stitute the electrodqs-by means of spongy metals giving
rise as well during charge as during discharge to the for¬
mation of bodies whioh'-are practically insoluble in the
electrolyte. The moleculeB of the electrode,- never enter¬
ing the solution, remain always in their place, and it is
without leaving it that they undergo consecutive reduc¬
tions and oxidations/, due to charging and discharging. The
cohesion of the electrode consequently remains entire.

Given (to make it comprehensible) an accumulator, the posi¬
tive electrode of whioh 1b constituted of copper oxide and
. the negative of spongy bismuth^ in an electrolyte to oaus-
tiosoda or patash, in this case the reductions of the
copper oxide during discharge cannot cause any local ac¬
tion, neither will this he caused by the regeneration of
the oxide during charge. Consequently, only the re-aotiona
of the charge and discharge play a role inmy accumulator,
and everything goes on as if there .were simply decomposi¬
tion of watarand Simple transport, of. oxygen and hydrogen
from one pqle to the other, the hydrogen and oxygen solely
reducing and oxidizing the metal of the, electrode, without
this useful re-action being, followed by’ any local obnoxiuos
actions , which has so far not been- attained by any known prim
ary or Be oondary battery, lean,; consequently, say that ,

1. have constructed a couple of a really binary re-action."

The material specifically referred to }f or use as a de¬
polarizer is oopper oxid, and the materials specifically referred
to on the negative pole are Bpongy bismuth or epbngy oadmium, but
the patent refers generally to the possibility \of UBing other ao-
tive materials having i;he some properties, sucii aB silver, gold,
reduced mercury, iron, niokel and cobalt. The patent goes very
minutely into the details of manufacture of the biittery, including
the mechanical make-up of the electrodes and the speoial prooess-
es for manufactxti-ing the active materials either electrically or

B.B.3.

chemically, .Tliefo can be no question hut that the’ Darrieus pat¬
ent oonstituteo ;'a most ;imi5ortant contribution to this art, as it nol
only points out. operative combination of active materials, hut ex¬
plains minutely the processes, for obtaining the same.

Ip seema to ijje in view of these references that Jung-
ner’s claims are far to broa,d and his .patent should either he
annulled 0r;e4se should he specifically limited to the use of
silver peroxid. and copper, 1 wish Dr. Sell would very care¬
fully considor;ithlB question, 'because if there is a reasonable
chance of‘,oVr prevailing in. an action for the annullment of
Jungner's .patent we will talc e, that aotion. Of course if he be¬
lieves that 'the disclosure of these references would hurt our own
claims, then it would not be a good policy for us to oall the at-
teiition/of the 'Patent Office to them.

Yours very truly,

BERGMflNN ELECTRICAL WORKS

Sb/fa

Machine Department

Continuous Current Generators

(or Direct Coupling and Belt Driving.
Special Motors

with Wide Range Speed Regulation
tor Driving Rotary Printing Presses,
Cranes, Lifts, Catanders
and Paper Machines.
Motor-Dynamos, Balancers, Boosters.

23-32 OUDENARDER STR.

BERLIN, n .

January 22nd 04

. t4+iiui

vi+ '% &*+*?*** p^u*- ' 1

Thoe. A. Edison,

[L cwfV~* 4 *c*ts*.* & <f ^

■* ~ Cr,.,..<.u.a <Sf- "IKt ?

re^ awa£e , Waldemgr Jungner

lumber of Germdi?"”Eatents on

My dear Edisoiji

Li )rUl"

in Stockholm possesses a number
an alkali storage battery, the most important of
which is the number 110210. All Jungner Patenti

Automobile Motors.

Alternating Current Machinery

Periodicities.

Generators, Motors and
Transformers

forSingle.TwoandThrecPhaseCurrent.

Controllers and Resistances

tor operating Cranes, Holsts and Lifts
with Direct and Alternating Current
Motors.

have been transferred in Sept.. 1903 to the Cologne
Accumulator Works, Gottfried Hagen, Kalk near
Cologne. This firm is one of the prominent storage
battery concerns in Germany.

Patent Ho. 110210, which is no doubt
known to you refers to an accumulator with unchange¬
able electrolyte. It may as yet remain undecided,
whether by this patent an alkali battery with un-

Starting and Regulating
Switches

for Direct and Alternating Current
Motors and Generators.

Electric Ventilators
Exhaustors

High Pressure Blowers
Ventilating Fans

for Direct and Alternating Current.

changeable electrolyte is protected or not. But
as this same patent has been brought up by the
patent office examiners in the course of their
examination and then ruled out as not being obstruct¬
ive to your application; it<-may also as yet
remain undecided, whether this patent exists to
right or whether it can be .wiped out htf

BERGMANN ELECTRICAL WORKS (machine department).

Thos. A. Edison, continued.

revocation as per paragraph 10 of the German Patent law.

At all events the Cologne Battery Works take advantage of
the possession of this patent and proclaim your battery throughout
Germany as an infringement, although they have so far, not been able
to turn out any cells. There is however, a chance given by the
German Patent law to have this patent cancelled. According to
paragraph 11 of the law, any Patent oan be declared null and void
and revoked if within three yearB of its issue, the patent owner
neglects the exploitation of his invention to a reasonable extent,
or makes every effort required to secure such an exploitation.

It is our opinion that neither Jungner nor the Cologne
Accumulator Works have complied with this paragraph of the patent
law, as up to date not one cell made to this patent has been
brought to the market. As you will see from the date of the
patent, 31st of March 1899, the time of exploitation has been
passed and it might be only a matter of form to oall the patent
Office's attention to this fact.

Before I will do anything in this matter, I would like
to have your opinion, whether you think it advisable to wipe out
this Jungner Patent in this way, for it must not be forgotten,
that the field of making batteries on the Jungner construction
would be generally opened to the entire German Electrical
industry,

I enclose a copy of . this patent with translation of the
claims. Prom the patent attorney I have just received information .
that the interference of liebenow against the nickel iron Combina¬
tion has been rejected by the Patent Office, although he may yet

BERGMANN EllICTRICAL WORKS (MAChikI department).

Thos. A. Edison, concluded.

Liebenow is the Electro- Chemist of the Accumulatoren-
fabrik Aktiengesellschaft in Berlin in whose order he has no doubt
entered the interference.

I shall be pleased to hear from you bjr early mail
and remain, with kind regards,

(Yours very truly,

Jungner’s German Patent. April 5, 1904.

Messrs. Brandon Bros.,

59 Rue de Provenoe,

..Paris, Prance.

Gentlemen

Your favor of the 25th ult. has been received in
reference to the cancellation of Jungner's German patent Ho. 110, 210.

This matter wants to he pressed as vigorously as
possible, as everything should be done to assure success. Your
correspondents are quite right. i| assuming that the petition is made
in Mr. Edison *s behalf and that the cost thereof will be assumed
by Mr. Edison. They will be also authorized in applying to Messrs
Seubel & Bergmann for any information required. '

Kindly keep me informed as to developments and send
me also a copy and translation of the petition. .

Yours very truly,

PLD/ioi.

May 13, 1904.

Ofungner Cancelmwnt •

: Ho. 110,210;

Messrs J, Brandon Bros,,

j 59 Rue de Provence,
i Paris-, Prance .

Gentlenjen:-

Your favor of the 88th ult. has heen received enclos¬
ing the papers in this case, and X thank you for the same.

y .lii'jthe reply by the Jungner Company it is stated -
"A marked hindrance: to the introduction of the Jungner Accumulators
in Germany resided in the fact that Edison tried to prevent t>he
granting of the,'?!, S. patent, not only by contending that the Jung¬
ner invention was impracticable., but also by having this sworn to
by a Norwegian named Robert Rafn. As long as this patent suit
pended there way,i of course, hesitation in Germany as to even de¬
voting only relatively adequate capital' to the invention on the
Jungner accumulator just because Edison and the companies conneot-
Bd 11101 were ;jadversai;ies and had to be taken into account”.

Concerning this Statement, X would say;

1. . If true, I fail to see that any opposition to Jungner in
the United Stated can be offered as an effective excuse for the
failure to work the patent in Germany.

2. The statement is without a particle of truth and no proof

Brandon Bros. 2

whatever is produced in support of it. There never has Been a
patent suit involving either the Edison or Jungner Battery in this
country, and Mr| Edison has never opposed the grant of any patents
to, Jungner. The U. s. patent to which Jungner undoubtedly refers
is Patent No. 738^110, dated September 1, 1903. I send you here¬
with a certified dopy of this patent, allowing the entire prosecu¬
tion in the Patent: Office and from which you will see that the
patpnt was allowed; without the citation of any reference and with¬
out any opposition whatever by any one. This shows the absolute
falsity of thp statements made in Jungner's reply. ' I am sending
you this co^sy without taking the time to have it certified by the
Genyan Consul, butA;if this is necessary and if you cannot have it
certified in Paris ^j, please cable me and I will have a new copy
made which can be properly certified.

3. The only proceeding in which Jungner and Edison met in
this country, was in connection with Edison* s application for the
copper-cadmium batiery. When that application was first filed,
it was rejected on jungner’s British Patent No. 7892 of 1899, which
corresponds with thd German patent here involved. On October 4,
1901 we presented affidavits of Kessrs. Edison and Rafn to the
effect that experiments made by them had demonstrated, beyond ques¬
tion, that the c <H)b£'nat ions suggested by Jungner were completely
inoperative. As a,' re spit of these affidavits, the Jungner British
patent was, withdrawn a| a reference, and , the Examiner therefore ad¬
mitted that the .Jungner 'battery was inoperative. It appears that
on April 17, 1899, Juniper filed an application in this country,
serial No. - 713', 428, corresponding with the German patent under con-

Brandon Bros. 3.

sideration, and on March 11, 1902, the Examiner called Jungner »s
attention to the experiments which had been made by Messrs. Edison
and Rafn and gave Jungner the opportunity of rebutting the same.
Jungner thereupon in June 1902 presented an affidavit of Sven
Pehrsson, in which the attempt was made to disprove the Edison and
Rafn experiments. Although this Pbhrsson affidavit was plainly
misleading,' and the experiments inconclusive, it was accepted by
the Examiner as raising a sufficient doubt as to the operatiweness
of the Jungner combination, as not to justify him in completely
rejecting the Jungner case. Thereafter j on October 28, 1902, an
interference was declared between the original Jungner application
on the silver-copper combination and the original Edison applica¬
tion on the copper-cadmium combination. This interference was dis¬
solved by the Examiner on April 8, 1903 on the ground that neither
Edison nor Jungner was entitled to a broad claim, in view of the
Erench patent to Darrieus. Jungner«s U. S. patent of September
1, 1903 was based on an alleged divisional application (filed
June 23, 1902) of the original application of. April 17, 1899, but
so far as this patent is comoerned, it is evident that Mr. Edison
made; no opposition, 'to it, nor did Mr. Edison know that the alleged
divisional application had been filed. As soon as the Jungnerlpa-
tent No. 738,110 issued on. September 1, 1903, it was evident, in '
my opinion, that the Patent Office Examiner had been imposed upon
in accepting it as a divisional application, sibce it contained
many instances of new matter not found in the original disclosure,,
and I therefore preferred charges against the Examiner, alleging
incompetence on his part, and asking for his removal from his posi-

Brandon Bros. 4.

tlon. These charges were argued on April 4, 1904, and I am daily
expecting a decision in the matter. (

So far, however, as Jungner's original application of
April 7, 1899 is concerned, these facts are clear, (a) that Edison
did no.t oppose its issue hut. that the Examiner on his own motion,
rejected the casein view of the Edison and Rafn experiments set up
hy Hr. Edison in his application on the copper-cadmium case; (h)
that the interference with Jungner was properly dissolved hy the
Examiner in view of the Darrieus patent, since neither Edison nor
Jungner was entitled to a hroad claim; (o) that when the interfer¬
ence was dissolved on April 8, 1903, Jungner must have known that
the claims of the German patent under consideration were too hroad
to he sustained; (d) that certainly no excuse is offered on the
part of Jungner for waiting until September 1903 before attempting
to do anything with his invention;

Kindly bring these facts to the attention of your corres¬
pondents at Berlin; Of course; you appreciate the position which
the Jungner- Company are taking regarding the Edison work; They
have no patents of any value; and are doing everything in their
power to make it incumbent upon Mr; Edison to buy them off; which
we do not propose to do. Mr. Edison has insisted all along that

the special combinations referred to by Jungner in his patent
(copper-silver and hydrated ferrous oxide - hydrated peroxide of

Silver ly

ftanganese) are complete/inoperatiye, It does not appear from the
papers furnished by Jungner that any attempt has been made to ex-

ploit either of these combinations, "but apparently they are try¬
ing 'to introduce a nickel-iron battery which waB not described by
Jungner nor invented by him but was , in fact , invented by Mr.
Edison.

Yours very truly,

WESTERN UNION TELEGRAPHIC CODE. Q TT Cl 71 f 3.

Dear Sir,

Cancelment Jnngner 110210

In the matter of the suit against the Jnngner patent
110210 on ground of non working and on ground of lack of
patentability I beg to inform you that I have received a
short time ago the decision of the Patent Office and also
copy of the file wrapper of the Jnngner patent. I am about
to prepare the appeal against the decision of the Office
and also the arguments for the new suit against the patent.
Some time ago I had a letter from Professor Foerster inform¬
ing me that his experiments had corroborated the results
of Mr. Poos regarding the variability of the electrolyte in
the Edison accumulator. I had asked Professor Foerster to
hasten his experiments and to send me an opinion based on
such experiments , in order to enable me to use such opinion
in the suit against Jungner. Unfortunately Professor Foerster
writes now that the several experiments are so badj(& in ac¬
cordance with each other that it is impossible to him to fi¬
nish this v>ork shortly. He thinks that the difficulty is
caused by the fact that it takes a long time before the

changes

II.

changes of the concentration of the electrolyte within the
electrodes are compensated by electrolyte entering into tie
electrodes from the bulk of electrolyte contained in the re¬
ceptacle. The average data obtained by Professor Foers ter
till now show that on each atom of oxygen on discharging are
bound 1,5 molecules of water, whereas as much molecules be¬
come free on charging.

I am sorrow that the opinion of Profess o?* Foerster
will not be finished in time. However there is no obstacle
to file it later on.

You vjill see that this result assists ns very much in
the suit on ground of non working. You remember that the
Jungner people that is to say the Koine r Akkvmila tore nwerke
Gottfried Hagen had stated that they have made further expe¬
riments with the Jungner cell in preparing iron and nickel
masses. If we now can show that accivnulators with iron and
nickel masses with absolute certainty are not embodiments
of the invention covered by the Jungner patent, it will be
impossible to take such experiments v>ith nickel and iron
masses in consideration. If however the experiments made by
the actual owners of the patent fail to be viorking actions,

I can see no way for the supreme court to avoid a car.celment
of the patent.

On the other hand this result is also of high value for
us in connection with the suit on ground of lack of novelty

III. ■

or patentability. If the owners of the patent themselves
work on a line which is not within trie limits of the patent
without becoming aware of this fact, it can he seen that
the idea of avoiding a changing of the concentra t ion of the
electrolyte is of no practical valves at all and therefore
lacks in patentability.

Notwithstanding one cannot say in advance hou > these
cases will run, and for this reason I am very happy that it
has been proved by the experiments of Mb. loos and of Pro¬
fessor Foerster that there is no doubt regarding the variabi¬
lity of the concentration of the Edison electrolyte . This
fact makes the situation in Germany entirely sure for Mr .
Edson. For this reason I have thought that it is not necessary
in the moment to retain a further attorney for the new
cancelment suit. It was necessary for me to delay conferences
with such other attorney in view of the fact that I could
only obtain the file wrapper for the Jungner patent a short
time ago. Before receiving such file wrapper it was impossible
to see how the Jungner patent stands. It is true that the
file wrapper does not show new matter of importance . The
Barriens patent has not been objected . Therefore Jungner has
not explained the novelty of his invention over the Darrieus
patent. You will be aware that Darrieus does not consider
the invariability of the concentration of the electrolyte ,
and probably the combinations mentioned in the Darrieus pa¬

tent

IV.

tent do not give invariability of the concentration. Therefore
it may be that our suit will be rejected, because we fail
to show the invariability of the concentration of the elec¬
trolyte to he known. Also the U. St. Fanre patent 389883
does not much assist us. Notwithstanding I think that our
chances are not too bad in view of the fact that the variabi¬
lity of the concentration of the electrolyte is under prac¬
tical view of no importance . This is shown also by the fact
that the Jungner people make experiments with nickel-iron
as embodiments of t?te patent as above mentioned.

Yours truly

^ 'c —

Nov. 28,1905.

Messrs, yeffert & Sell,

Alexandrinenstr 137,

Berlin , S.W. Germany.

Gentlemen :-

Kindly give the present matter your most- careful
attention without regard to the time which you may have to apgnd
thereon. There are questions involved which 1 shall leave to
your judgment, "but on which a correct decison is of the highest
importance .

As you perhaps know, for the past year Mr. Edison
has been devoting practically his entire time to the correction
of faults which were discovered only after the Edison battery
had been put on the market and many thousand cells had been sold.
It was found that the capacity of the cells gradually decreased and
a larger number of the batteries were returned and had to be re¬
placed by new cells under Mr. Edison's guarantee to maintain the
batteries in proper working order. Of course, this involved enor¬
mous losses and necessitated the practical shutting down of the
storage battery plant in this country. Ab a result, for the past
or more the company has practically limited itself to the manu-

year

Ho. 2 - M.& S,

facture of cells which are designed to take the p^aoe of those re¬
turned he cause of defects and deterioration.

As soon as this situation was disclosed, Mr. Edison
set to work, first, to discover the cafee of the deterioration
referred to, and seoond, to find some way hy which the defects
could he remedied, and in this work Mr. Edison has made more than
one-hundred thousand experiments and tests.

It was speedily found that the negative electrodes
employing the iron mas3 suffered no change or deterioration what¬
ever, so that when cells were returned to he replaced hy new
oneB, it has only been necessary to substitute fresh nickel elec¬
trodes. Having located the trouble on the positive electrodes,
using nickel hydroxide, careful experiments were made to determine
whether any changes were experienced within the active mass hy
reason of hard and continued usage. One of the earliest of the
observations made waB that, contrary to the original belief,
flake graphite is not permanent when subjected to prolonged elec¬
trolysis, hut undergoes changes within the electrolyte which affect
its contact. In other words, assuming a single nickel hydroxide
particle to he in contact with a graphite flake, the resistance be¬
tween the two, if subjected to prolonged electroly|i|| action, will
be gradually increased. This would amount Tor a part of the ob¬
jectionable results encountered in practice. Hence, it was neces¬
sary to find a material which could be substituted for graphite and
which would not be open to this objection, and to thiB end a large
number of apparently desirable metals ware experimented with. It
was finally ascertained that by using flake cobalt or
alloy of cobalt and nickel, the contact was very much better than

with graphite and was not effected by electrolysis. This, there¬
fore, was the first advance, and in an application filed in this
country on March 30th, 1905, Mr. Edison described and claimed the
use of flakes of cobalt or cobalt- nickel alloy, as a substitute
for flake graphite. On the same day a second application (Case D)
was filed, Serial No. 852,933, describing the process of making
the flakes of cobalt and oobalt-nickel and wherein it was said:-

“In an application for Letters Patent filed
concurrently herewith (Cases A and C) 1 describe
certain improvements in storage battery electrodes,
vdierein the active mss, such as nickel hjSroxide
is admixed with insoluble metallic scales or films
for the purpose of insuring contact between the ,
active particles themselves, and between the active
particles and the enclosing pockets, or other metal¬
lic supports . As 1 have pointed out, these metallic
scales or films are formed preferably of cobalt-
nickel alloy, since by using this material, the
characterisioally good contact obtained with cobalt
is secured, while the presence of the nickel pre¬
vents the cobalt from suffering more than a mare surface
oxidation.*

On the same day another application (Case C, was filed, describ¬
ing a process by which the cobalt or cobalt-nickel flakes could
be applied to the particles of nickel hydroxide. That process
consists, broadly speaking, in adding a sticky material, such
as molasses or glucose to the nickel hydrjoxide particles, and
then intimately mining the metallic flakes therewith, whereby the
metallic flakes will be caused to adhere1 to; the active particles
so as to entirely coat the surfaces of the same. In this latter
application it was said:-

"My invention relates to an improved process
for coating electrolytically active conducting
material with flake-like material, and the inven¬
tion relates particularly to a new method of coat¬
ing electrolytically active nickel hydroxide or
other active salt with flake-like conducting material
such as flake graphite or flake cobalt or cobalt,
or an alloy of nickel and cobalt for use in connec¬
tion with the manufacture of the positive electrodes
of my improved storage battery,"

Having thus remedied the defects in this direction, it was found
that another difficulty was due to the fact that the pressure
imposed by the flat walls of the enclosing pocket was insufficient
to secure proper contact throughout the mass. Owing to the ex¬
cessively thin metal UBed, this pressure would, at best, amount
onlt. to a few ounces, and since the mass expanded and contracted,
very considerably in U3e, the pocket wall| were likely to become
permanently distorted, so as to impart even less pressure upon
the active mass. At this time it was believed that with the ex¬
ception of the difficulties encountered in connection with flake
graphite which had been remedied by the use of flake cobalt, the
only other contact difficulties were these due to the insufficient
pressure exerted on the mass hy the pocket walls, and it was be¬
lieved that if this pressure could ha maintained constantly upon
the active mass, the latter difficulties would be overcome. There¬
fore, on April 28th, 1905, an application, Serial Ho. 257,807 was
filed by Mr. Edison, and his assistant, Mr. Aylsworth, in which
tubular pockets were described, in order that there might be no
bulging or expansion thereof. In this application, it was stated:

No. 5 - M. & 8.

"Our imrention relates to various new and
improvements in storage battery electrodes
of the Edison type, wherein an alkaline electrolyte
is used with insoluble active materials maintained
under pressure within perforated insoluble pockets
or recepacles. In the practical commercial devel¬
opment of the Edison tottery, difficulty lias been
experienced on the nickel side, owing to the

th!L active mass, bulging the enclosing
pockets outwardly, affecting the contact between the
active particles themselves and between the active
particles and the enclosing pocketB and increasing
the likelihood of short circuits between the ad-
jaoent plates of opposite polarity. Our invention
relates, therefore, particularly to the construction
of the positive electrodes, using nickel hydrate
as the active mass, the latter being admixed with
riakes or scales of an insoluble conducting material,
preferably a cobalt-nickel alloy, a3 disclosed in
^+x,ap?n^natJon of Tho“as A* Edison, filed March
doth, 1905, Serial No. 252,935. Our object is to
provide an improved construction for storage battery
electrodes viiereby the electrodes may be assembled
very °wply» 8reat durability will be secured, a
high efficiency obtained and any poasibility overcome
of poor contacts, due to excessive swelling or bulg¬
ing: of the enclosing pockets. To this end, the in¬
vention consists in utilizing pockets in the fora
of small perforated tubes with closed ends and con¬
taining the active material under pressure, and
preferably supported vertically side by side in
one or more horizontal rows in the grid or electrode
frame, the diameter of each pocket being small enough
to prevent the central portion of the active mass
therein from being relatively isolated eleotrolytical-

In this application, after referring to the tubular pocketB, as
being formed of “very thin sheet iron or nickel" the specifica¬
tion states that:-

»The active material is introduced in successive
increments, a_ uniform tamping pressure being ap-
d 2£tSr*£h8 introduction ot each inorement, in
order that the active material may be packed with
sufficient density within the tubes to give the
desired pressure."

i to; what the "desired pressure" at the data of thisapplia

Ho. 6 - M. & S.

ms is clear from the following quotation therefrom :-

"By means of the construction described, it
will he evident that since the pockets or recepta¬
cles are tubular there can be no bulging or distor¬
tion of the pockets, due either to swelling of the
active mss or to gas pressure within the same.

To maintain the desired pressure on the active
mass at all times in order that the requisite
continuity of contact may be secured between the
active particles and the conducting films, we
find that by properly regulating the size of
the perforations our appertures of the pockets,
a sufficient retardation to the exit of any
gas generated within the pocket can be secured
to result in forcing the active particles outward¬
ly against the enclosing walls, v/herehy the active
particles will be held closely compacted together
at all times to maintain the active particles in
contact with the conducting films or flakes.

The securing of this result also depends to a
certain extent upon the viscosity of the solution,
sinoa with a very conoentrated alkaline solution
the appe r be made larger to secure the
same gas pressure within the mass as when a less
concentrated solution is employed. An initial
pressure between the active particles and the con¬
ducting films or flakeB and between the active
particles and the conducting walls will also be
secured by the gradual swelling of the mass in
the solution, which swelling is limited and is in¬
dependent of that resulting from absorption of
oxygen during the charging operation. Finally,
elasticity within the mss will be secured when
metallic conducting films or flakes are used,
composed for instance, of cobalt or cobalt-nickel
alloy, and parricularly when suoh flakes or films
are curled, wrinkled or of otherwise irregular
shapes. By thus providing means within the mass
for securing an elastic pressure outwardly, excellent
contact' may be ob*|inad between the active particles
whan the containing racuptaclajfis practically non-
elastici, as described." ;$»■•

You will therefore see that up to the filing of the application
of April 28th, 1905, above referred to, Mr, Edison, although he
had discovered the proper substitute for flake jfraphite , ms still

impressed with the idea that an elastic pressure was necessary,
and in order to secure such an elastic pressure with non-elastic
pockets, he sought to depend upon the outward pressure of the gas
generated within the aotive mass, as well as upon the elasticity
of the conducting flikes with which the active particles ware
admixed. Of course, such an expedient would "be necessarily im¬
perfect and it would be almost impossible to secure a properly
regulated and uniform pressure in this way. Subsequent to the
filing of the application of April 28th, 1905, the succeeding
experiments disclosed the curious fact that most of the difficul¬
ties which have been encountered ware really quite independent *
of the pressure between the pocket walls and the active material,
but were due to the ineffective arrangement of the active parti¬
cles and conducting flakes. In the first place it ms found that
when the mass v/as subj acted to the pressures which had been former*
employed (from 4,000 to 6,000 lbs. per square inch) the active
particles ware not brought into effective contact with the con¬
ducting flakes, many of the particles were only in •engagement
with the flakes at their corners, others along.their edges and
some of the smaller particles were either completely isolated
from contact with the flakes, or else in very light and superficial
contact therewith. In the second plaoe, it. was discovered that
the conducting flakes or foils for those portions which were not
in contact with the active particles became covered with a non¬
conducting or poorly conducting film (the identity Of which, is un¬
known) , and that if any shifting of the active particles with re¬
spect to the films was allowed to take place , the active particles

No. ,8 - M. & S.‘

would be likely to engage with those portions of the films or
flakes on which the non-conducting coating had formed, thereby
very seriously affecting the contact within the mass. In order
t0 °$eraomo these difficulties and to realize the ideal conditions
which should exist within the active mass, it was found that the
active masB should be subjected to an enormous pressure, in the
neighborhood of 20,000 lbs. per square inch, (upwards of 1400
kilograms per square centimeter). Moreover, this pressure is
applied to very small increments of the active material, each
increment weighing from l/25 to 2/25 of a gram and being subjected
to a pressure upwards of one thousand lbs. (450 kilograms). As
a result of this excessively high pressure the active particles
are actually crushed or deformed, so as to enormously increase
the area of contact between the particles and the conducting flakes
and to bring all the particles into intimate contact with the
flakes. At the same time, the particles or flakes will be bo
tightly consolidated that relative shifting will not be allowed,
so that when the conducting paths through the mass have been
initially established, they cannot, be changed in use. Such an
active mass is about as hard as soap-stone and can be polished
without crumbling. Of course, the mass is not absolutely dense,
because if such were the case, the solution could not readily
circulate through it, nor could the gas escape with sufficient
freedom. In order to provide circulating channels and passages
throughout the mass, the sticky material used for the purpose of
causing the flakeB to adhere to the active particles performs an
additional function; that is to 3ay, when this sticky material

No. 9 M. ft S.

is dissolved out of the mass, the spaces oootpied hy it within
the masB exist as open channels. The situation then, as I have
briefly outlined, it, is as follows:

First: On April 30th, 1905, Mr. Edison filed applica¬
tions disclosing the use of flake cobalt or cobalt-nickel alloy
as a substitute for flake graphite; describing a process for
making fl aka cobalt or cobalt-nickel alloy , and describing the
process of applying or “covering'1 the flake-like material to the
active particles by the use of a sticky material, such as molasses
or glucose.

Second: On April 28th, 1905, an applicdtion was filed
in this country by Edison and Aylsworth disclosing the use of
perforated non-defomable pockets, in which was compressed an
active mass formed of nickel hydroxide and flake cobalt or cobalt-
nickel alloy.

Third: Experiments following the filing of the Edison
and Aylsworth application have shown that to achieve success the
pressure applied to the active mass should be enonnously high
and should he. sufficient to overcome the contact difficulties
referred to.

Under separate cover I am sending you the following:

GERMAN? A

Specif i oation, drawings and Power of attorney on the
complete slept rode .embodying the results of all the experiments
above referred to, and corresponding to an application filed in

no. lo - m. ars.

this country on November 2, 1905.

GERMANY B

Specification (no drawing) | and power of attorney
corresponding suhstantially to the' di sclostre of United States
oaae filed March 30th, 1905, and claiming the use of flakes of
cobalt or cobalt-nickel alloy in the make-up of the active mass.

GERMANY C

Specification, (no drawing) power of attorney and
certified copy of U.S. application filed March 30th, 1905, Serial
No. 252,932, relating to the manufacture of metallic films and also
disclosing the use of flakes of cobalt and oobalt-|i ckel alloy
in the active maBS.

Specification (no drawings) power of attorney, and >
certified copy of U.S. application filed March 30th, 1905, Serial
No. 252,931, relating to the process of applying to the flakee^l^
active material by means of a sticky substance, such qb
or glucose.

GERMANY E

Specification, drawings in duplicate, power of attorney,
and certified copy of U.S. application filed by Edison and Ayls-
worth April 28th, 1905, Serial No. 257,807 on storage battery elec¬
trodes, disclosing the use of tubular pockets, but without the

No. 11 - M. & S.

high pressure of Case A, above referred to.

The power of attorney enclosed with this ease is signed
hy Mr. Edison personally, as I am in hopes that the application
can be made in Mr. Edison’s name alone. I will, however, send
you a power of attorney signed by Mr. Aylsworth also, so that if
it becomes absolutely necessary to file the application in the
joint names, this can be done.

GERMANY E

Specification, power of attorney and drawings (six
sheets) in duplicate, for tube filling arid tamping machines.

This is the special machine by which the high pressure is applied
to the small increments of active material, and so far aB this
particular case is concerned, no complications need be anticipated.

AUSTRIA A

Papers for Austria - specification, power of attorney
and drawings in duplicate, corresponding to Germany A above.

AUSTRIA B

Specification, power of attorney, (no drawings) corres¬
ponding to Germany B a$ova.

AUSTRIA C

Papers corresponding to Germany C above, except that
instead of sending a certified copy of the complete U.S. applies
tion, of March 30th, 1905, I send you a certified copy of the
claims as filed on that date, which I understand is all that is

tnaaaa,-rv In Austria.

Ho. 12. - M. & S.

AUSTRIA 3D

Papers corresponding to Germany D above, except that a
certified copy of the American claims is sent instead of the com¬
plete Implication.

AUSTRIA R

Papers corresponding to Germany ,^ above, except that
a certified copy of the American claims is sent instead of the
complete application. In this case I will also sand you later,
power of attorney signed by Mr. Aylsworth in case it becomes
necessary to file the application in the joint names.

AUSTRIA P

Specification, power of attorney and drawings corres¬
ponding to Germany P above.

HUNGARY A

legalized power of attorney, and drawings in duplicate,
corresponding to Germany A. The specification will be the same,
and an extra copy for Hungary is, therefore, not Bent.

HUNGARY B

Legalized power of attorney for application correspond¬
ing to Germany B, the latter specification to be followed.

HUNGARY C

Legalized power of attorney and certified copy of U.S.
claims, corresponding to Germany C. Specification to be the same
as in the latter case.

HUNGARY -3D

Ho. 13 - M.& S.

claims corresponding to Germany D.

HUNGARY B

legalized power of attorney, certified copy of u.S.
claims and drawings corresponding to Germany E.

Kindly note that the lithographer has furnished me
three copies of the first sheet and only one copy of the second
sheet, it will, therefore, he necessary for you to hare made
a linen tracing of the second sheet before the papers are filed,
in this case I will also send you an extra power of attorney filed
by Mr, Aylsworth in the event that it becomes necessary to file
the application in the joint names.

HUNGARY F

legalized power of attorney and drawings, corresponding
to Germany F. The specification to be followed in the latter case.

As I have said above. Case F presents no complications
as it is, not filed under the International Convention, but a num¬
ber of questions lave arisen in my mind in regard to the other
cases, which I shall leave to you for deoision:-

(1) In order to secure entire protection in Germany,
Austria and Hungary, and to avail ourselves of the rights under
the international Convention, will it be necessary to file all of
the applications, A, B, C, D, and E, above referred to? Concern¬
ing Case B, I have not considered it necessary tc furnish a certi¬
fied copy of the corresponding U.S. case, since the disclosure
of the use of flakes of cobalt or cobalt-nickel alloy is clearly

No. 14. M. & S.

made in the U.S, cases of the same date , Serial Nos. 252,931 and
252,932, filed with oases C ana X), above referred to.

(2) If application A is filed without cases B, D and
E, could Mr. Edison avail himself of the date of March 30th, 1905,
as a disclosure! of the use of cobalt or cobalt- nickel flakes,
and as a disclosure of the process for applying the flakes by-
means of a sticky material, and could he avail himself of the
date of April 28th, 1905 as a disclosure of the use of tubular
pocJsets? In other words, it occurrred to me that sinoe Case A
is practically a combination of Cases B,.D and E, amplified to
include the latest experiments, it might be possible to dispense
with Cases B, "JD and E, p rovided the benefits of the International
Convention can be secured for such purpose’s of Casa A as may have
been disclosed in the prior U.S, applications.

(3) If CasoB B, D and E are filed, having the benefit
of the corresponding U.S. applications, would those cases ba con¬
sidered as prior to Case A in the sense of operating as references
against the latter case, and if so, would the claims of the latter
patent be, in your opinion, valid?

(4) Are the claims which I have presented in the
several spec if i cations properly drawn, in your opinion, to cover
the inventions? Please do not hesitate to correct the claims in
any way that your judgment dictates, and bear' in mind that should
you decide not to file Cases B, B and E, th!,e corre spending claims
in these cases should if necessary, be introduced in Case A.

(5) In connection with cases 0% D and K, you will

Ho. 15. M & S

notice that in the specifications sent you herewith, 1 have not
followed absolutely the language of the corresponding XI. S. cases,
hut have modified the same to accord more nearly with out present
knowledge. You may conclude to change the specifications to /bring
them more into harmony with the XI. S, cases, although X do not
want this done, unless in your opinion it is strictly necessary.
After you have decided as to what course to follow to make our
protection as comprehensive as possible, kindly arrange to file
the applications on Friday, December 29th, next,'. All of the
applications are to be filed in Mr. Edison* s "name , but i f thiB
cannot be done in connection with Case E, that particular applica¬
tion will have to be filed in the joint ntmes of Edison and Ayls-
worth. If, after you have fully considered the several questions
herein presented, you conclude that, all the applications, or such
as |ou may consider necessary, can be filed Ah the. above date,
kindly cable me the word "Approve du . If, on the contrary, there
will be difficulties in the way that will make further correspond¬
ence necessary, cable me the word "Impossible".' As soon as the
applications are filed, send me the official rec^pts and I will
advise you concerning the proper folio numbers for the several
oases.

I am sending herewith to Me Bars. Harris & Mills ,

23 Southampton Bldgs. I.ondon, corresponding applications for pa¬
tents in England; to Messrs. Brandon Bros. 59 Rue de Provence,
Paris, corresponding applications for Prance, Belgium and Italy,
and to Aug. Hagelin, Drottninggatan 8, Stockholm', corresponding

Ho. 16

& S.

applications for patents in Sweden, except that Case j is not to
be filed in Belgium, Italy and Sweden. 1 have given instructions
similar to those of ttia letter to these gentlemen, and have re¬
quested all of them, i^.' case any difficulties are encountered that
will be likely to prevent the applications from being filed on
the above date, to notify you promptly, so that there may be no
miscarriage. I suggest that you comuni cate with these gentlanen
in order to satisfy yourselves definitely that the applications
will he filed, and their views as to the proper couree to follow
in the several ooimtri.es with which they deal may influence you
in the course to he followed in Germany, Austria and Hungary.

At any rate , let me again urge the very great importance of the
cases which I am sending today. 1 sincerely trust that my views
as above expressed are entirely clear to you.

Yours vary truly,

iXD/AHIC.

P.S.

Regarding the cases submitted herewith, 1 have transposed
the following English statements of weight, etc. into their
equivalents in the metric system and 1 will he obliged if you will
kindly verify these transpositions before the cases are filed,
in order that no errors jjay arise Jr

Ho. 17 - M. & S.

(1) 4,000 lhs. per square inoh to 280 kilograms per
square centimeter,

(2) .004 inches to 0.1 millimeter,

(3) 4 inches to 10 millimeters,

(4) 1/4 inoh to 6.5 millimeters,

(5) 30 mesh screen per inch to 12 mesh screen per
centimeter, .

(6) 15 mash screen per inoh to 6 meBh screen per
oentimeter,

(7) One thousand lhB. to 450 kilograms,

(8) 30 to 40 lha. to 15 kilograms (this need only he
approximate , )

(9) 2 grams per inch to 0.8 grams per centimeter,

(10) 20,000 lhB. per square inch to 1400 kilograms

per square centimeter,

(11) 3 lhs. to 1.35 kilograms,

(12) 5 Inches to 12. 5 centimeters.

Of course in giving She metric equivalent of the English weight
etc. 1 have not attempted to he strictly exact, hut 1 will he
obliged if you will verify these figures in order that no serious
discrepancy may appear.

[FROM FRANK LEWIS DYER]

V."! J)

S. Borgniarra, Esq., ,

Borlin, Oornaiy.

Dear Sir: '

I have had frequent occasion to consider the Jungnor
German patent Ho. 1102X0 and have discussed the same many times
with Mr. Edison, in order to determine the proper relation of the
Ed toon battery to that patent Without {joins Into details, as to
the reasons for my views, I am very confidently of the opinion-

(1) that the Jungner patent, is probably invalid in view of prior
publications and patents discovered by Mr. Edison's exports,, two
of Y/hom were employed continuously for more than two years on the
search.

(2) that if the .Tungner patent is not invalid, it can at host he
considered as covering an advance of no practical value.

(3) that the Edison battery makes use of different active materials
its mechanical construction is different, and it does not embody

the suggestions of the {Tungner patent, and therefore does not
infringe said patent .

Furthermore, we already have tin action pending for the
cancelment of the Jungner patent because of failure to eicplodt
the some in Germany, and v/a propose to immediately commence a new
action to have the patent annulled because of prior knov/ledge, and
in both actions I regard our chances of success as good!

In conclusion let me say that Hr. Edison is of ray opinion
in this matter, having satisfied himself by actual demonstration
in his laboratory. Finally, since Mr. Edison has expended many
hundred thousand dollars on the developement of his battery, it

-2-

W be reasonably assumed that he is
in this regard.

. Yours truly,

pretty sure of his position

Counsel for Hr. Edison,

///<’&$•

Uui'otuiHluntlca von 9- A.
Bank -Con to:

DEUTSCHE BANK, Deposirenkosse 0
FernsprechenAmr IV, 2763.
Telegrammadresse:SATISULTRA. BERLIN.
WESTERN UNION TELEGRAPHIC CODE.

r. 10 , .11

* Yf //do/ *>//.///. /Sf /'(cf/rt> \ 4,y

Frank L. Dyer

Orange N. J.

Dear Sirs

Cancelmemt Suit against Jungner D. R. P. 110210,

I beg to confirm my cablegram of yesterday wording "Jungner
patent 110210 finally cancelled ground nonworking". From this
cablegram you will have seen that this cancelmant suit has been
decided in our favour by the Supreme Court. There is now no patent
Jungner 110210 which could be used against the accumulator of
Mr. Edison. I am very much pleased with thiB success which is very
important in view of the fact that the Jungner people had very
successfully promulgated the opinion that the Edison battery could
not be manufactured in Germany in view of Jungners patent,

I have not written to you in this matter since July 29, be¬
cause I did not need instructions from you. In the meantime I
had received a reply from the Jungner people againBt my arguments
of appeal. Copy of this, reply is enclosed.

In this reply the Jungner people made a very severe criticism
against the experiments of Professor Foerster showing the varia¬
bility of the electrolyte in the nickel iron accumulator and

- 1 -

and suggesting that the variability of concentration in the
Edison accumulator eventually may be caused by the presence of
mercury in the iron electrode. In view of this criticism it seemed
to be necessary to make strong efforts to show by further expe¬
riments that the criticism was not well founded. I therefore with
consent of Mr. Bergnann asked Professor Foerster to continue his
experiments in view of the criticism of the Jungner people. The
German Company was kind enough to send Mr, Rafn to Dresden in
order to assist Professor Foerster. and to hasten the obtaining of
final results'.

Before the results of further experiments could be obtained,

I communicated with Professor Foerster in order to induce him to
prepare a paper showing in theoretical manner that the criticism
against his opinion was not well taken. This was necessary in
view of the fact that the arguments of the Jungner people against
my appeal only were filed at the end of the month of October

and that a hearing before the Supreme Court (Reichsgericht) was
th

already fixed for the 25 of November. The hearing however was
nd

delayed to the 2 of December. On the lBt of December I went to

Leipzig together with Mr. Karamerhof , Professor Foerster, and Mr.
nd

Rafn. On the 2 of December we had a^ couple of hours to wait
before the Court was ready to take up our case. But time had in
the meantime so much advanced that the Attorneys could not help

to ask for delaying the matter. A new hearing was fixed on the
' th

8 of January 1906. In the meantime Professor Foerster finished
his experiments with the assistance of Mr. Rafn and reported about

about this ppint in two reports; one of the same relating to the
variability of the concentration in Edison cells and the Becond
relating to the variability of concentration in two Jungner cells
of the Kolner Akkumulatoren Werke Gottfried Hagen procured by' the
Bergmnn workB. These new experiments corroborated the formerly
obtained results and showed that indeed nickel iron cells with
mercury in the iron electrode gave considerable changes of con¬
centration as well as nickel iron cells without mercury such as
manufactured by the Jungner people.

After a thorough discussion of the whole situation the Court
decided to cancel the patent on ground of nonworking. The written
decision will follow later on. The Court in the arguments of de-
cisioh has not considered the fact thatjthe electrolyte in nickel
iron cells undergoes changes of concentration, but the Court has
simply declared that the Patentee has not done all he could to
secure the working of the invention. This decision is the severest
which ever has been made by the Supreme Court with relation to
the working of patents in Germany. I am however sure that the
Court has considered our arguments relating to the variability of
concentration of the electrolyte in nickel iron cells and that he
would not have made his severe decision if he would not have been
convinced that a cancelling of the patent would become necessary
in every event in view of the fact that the accumulator manu¬
factured by the. Jungner people was not an accumulator in accor¬
dance with the Jungner patent. Even there was still another argu¬
ment made by me against the working actions of the Jungner people
consisting in the assertion that the working actions could not be

- 3 -

be taken into consideration because some were standing on an il¬
legal basis; the nickel iron accumulator of the Jungner people
infringes Edison patent for the nickel iron combination. These
two arguments were apparently very inconvenient for the Court and
in ray opinion this fact gave much assistance in our favour.

The Attorney of the other side was assisted by Dr. Liebenow
of the Akkumulator Fabrik Aktiengesellschaft Berlin-Hagen, the
same who files oppositions againBt each application of Mr. Edison
which is published by the Patent Office. The Akkumulator Fabrik
Berlin-Hagen controls practically the whole market in Germany
and has an agreement with the Kolner Akkumulatoren Werke Gottfried
Hagen who had acquired the Jungner patent. The Jungner patent
being cancelled, there is in my opinion a possibility to come to
an arrangement between the German Edison Company and the Eolner
Akkumulatoren Werke and the Akkumulatoren Fabrik Aktiengesell-
schaft Berlin-Hagen. When going back from Leipzig to Berlin, I
have taken the opportunity to discuss the situation with Mr.
Kammerhof of the Edison Company and with Dr. Liebenow. I am under
the impression and Dr. Liebenow declared freely this impression
to be correct that the Akkumulator Fabrik Berlin-Hagen would be
willing to make an agreement with the German Edison Coup any. Like¬
wise I think that it would be possible without employing too much
money to make ah agreement with the Kolner Akkumulatoren Werke
with the effect that the Kolner Akkumulatoren Werke give up the
manufacture of alkaline accumulators and assign their patents and
rights to Mr. Edison. In my opinion this would be very agreeable

- 4 -

agreeable for us in view of the application of the Kolner Akkumu-
latoren Werke for the manufacture of metallic films as conductive
material. You remember this application which I sent you some
weeks ago and which in some way anticipates one of the new in¬
ventions of Mr. Edison.

the Jungner people will

We can assume that /him some way be inclined to make such
agreement because the agreement between the Kolner Akkumulatoren
Werke and Jungner is such that price which has been paid by the
Kolner Akkumulatoren Werke to Jungner will be restored now after
the cancelment of the Jungner patent. We are acquainted now with
this fact from a copy of the agreement between the Kolner Akkumu¬
latoren Werke and the Jungner Company whic^ had acquired with the
consent of Mr. Bergnann from Mr. Schoop who was formerly asso¬
ciated with the Jungner people but who was then fired out and
who is now an enemy of them. I send you copy of this agreement
together with translation and also copy of an opinion in the
matter of the British Jungner patent which I had likewise acquired
by Mr. •Schoop1''- This explains at the same time the charge of
403, 20 M contained in my enclosed debit-note.

I will discuss the matter of an understanding between the
German Edison Company and the Akkumulatoren Pabrik Berlin-Hagsn
and the Kolner Akkumulatoren Werke Gottfried Hagen with Mr.
Bergnann in the next few days. However I think it to be advisable
that you consider also this matter so that you may be able to
conmunicate with Mr. Bergnann in connection with these things.
Ifyself I am very much disappointed that I have not only to fight
against the Patent Office , but also against Dr. Li ebenow after

after having succeeded to overcome the opposition of the Examiner.
I also would like very much that the cancelment suit of the
Kolner Akkumulatoren Werke Gottfried Hagen against the Edison
patent for the nickel iron combination would be withdrawn.

In connection with the very severe decision of the Supreme
Court against the Jungner patent I must call your attention to
the fact that it is of highest importance that the German Company
takes up the manufacture of the Edison accumulator. You know that
the delay for working the Edison patent 137142 for the electrode
with pocketB containing the active mass, has expired some months
ago. In order to keep this important patent valid, it will be
necessary to take up the regular manufacture of the accumulator
as sooh as possible. Also with the view of successful carrying
through the cancelment suit against the nickel iron combination
patent, it is indispensable that the manufacture is so hastened
that we have lots of batteries manufactured in Germany which show
their practical value that Mr. Edison has made inventions of
highest importance apd that he therefore is entitled to every
protection. Oar Supreme Court has the highest esteem for inven¬
tions which can be shown to be of great practical value. I am
very anxious with respect to the decision of the Reichsgericht in
the matter of the cancelment suit of the Kolner Akkumulatoren
Werke against the nickel iron combination patent, if the regular
manufacture of. batteries in Germany is not started in the next'
few months.

In connection with this I beg to say that the hearing before
the Patent Office in the matter of this cancelment suit been

teen fixed on February 5 . I suppoBe that the Patent Office will

make its decision in this hearing. We then can assume that a
hearing before the Supreme Court will take place about the end of
this year,

I enclose my debit-note in this matter, including the ex¬
penses paid to Mr, Schoop, to Professor Foerstar etc. and beg
to credit my account in this matter in accordance with same. With
relation to this point I beg to say that Professor Foerster will
still malce a further charge for the work done in the last time.

I find these charges rather somewhat big, however Professor
Foerster is in somewhat bad humour that till now we have opposed
to his publishing the results and experiments made by him. I thinlr
that we have no reason to retain the experiments relating to the
change of concentration of the electrolyte and that we should
consent to the publication of these experiments. I think that
such publication would at the same time be a good way to raise
the credit of the Edison accumulator over that of the.Jungher
accumulator because such publication would show that Jungner has
nothing done and that Edison has been the first who has advanced
the matter of the alkaline accumulator over the mere theoretical
standpoint disclosed in the old French patent to Darrieus. I
beg to send me your opinion relating to such publication of
Professor Foerster.

Yours truly

3 copies

debit-note

translation.

Alexandrine jib tr 137,

Berlin, Germany.

Bear Sir:-

Your cablegram of the 9th inst. was duly
received, advising me that you have succeeded in having the
.Tungner patent Ho. 110,210 finally cancelled on the ground
of non-||rking. This is first-rate, and Mr. Edison is partic¬
ularly pleased tit your success. Please accept my very heat
congratulations. If any decision in the matter has been
rendered, kindly Bend me a translation thereof. Does this
settle the matter, or can an appeal he taken?

With best wishes, believe me -

Yours very truly,

pld/abk.

Jan. 26th, 1906.

Dr. D. Sell,

Alexandrinenstr 137,

Berlin, Germany.

Dear Sir:-

CAHCKEMEHT SPIT AGAINST JtJNGNKR PATENT HO. 110210:
Your favor of the 10th inst. has been received, accompanying the
several documents referred to, and I thank you very much for
the same. I shall expect to receive from you a copy of the de¬
cision of the Supreme Court when rendered, together with a
translation thereof. In the future whenever you forward any
doouments that you regard of special interest, kindly always
have them translated, because it is difficult to have this done
effectively here.

How that the Jungner patent is finally cancelled, I
should imagine that the Kolner Akkumulatoren Werke Gottfried
Hagen and the main company, the Akkumulatoren Eabrik Aktienge-
sellschaft Befcl in-Hagen would he entirely willing to a
reasonable arrangement under which they would agree to withdraw
from the manufacture of alkaline batteries and turn over to the
German Edison Company such patents as they may have already se-
c|red, provided the latter are of any value at all. At this dis¬
tance

Dr. 1.. Sail - 2.

tanoe from Berlin, it is dlffioult to decide what should he
done, hut Hr. Edison has a very high opinion of Hr. Bergmann's
judgment and ahilities and is satisfied, therefore, to leave
the matter entirely to him. I have, therefore, cabled you today
as follows:"

"Satisultra,

Berlin.

"Edison leaves making agreement
Berlin and Kolner Hagen to Bergmann's judgment.
Explain situation to Borgmann. Postpone hear¬
ing February fifth, if possible. On vihat
grounds is iron-nickel patent attacked."

(Signed) Dyer."

After sending the above cablegram, it occurred to me that Hr.
Bergmann's authority in the premises might be too broad. Ho
agreement should be concluded until the same had received Hr.
Edison's approval. Consequently, I have just sent you a second
cablegram, as follows

"Satisultra,

Berlin.

"Any agreement must have Edison's

approval".

(Signed) Dyer."

Of course, Mr. Bergmann might decide that in view of all the
facts, it would be better not to approaoh the Berlin-Hagen and

Dr. Bell - 3.

Kolner-Hagen Companies^ although I eeo no objection to sounding
these people as to what they would he willing to do.

You refer in your letter to the f aot that the Kolner-
Hagen Company has brougit- a Canoelment suit against the Edison
Iron-nickel combination patent, Ho. 167,290, dated Eobruary 6th,
1901 (Eolio 125), 1 do not remember having heard of this suit

before, and therefore have asked you in my cablegram to advise
me upon what grounds the patent has been attacked. I imagine
that the ground of the cancelment suit is laok of patentable
novelty or invention, since the patent does not require to be
worked, according to my records) until November 7th, 1907.

Of course, if Mr, Bergmann concludes that he should approach
the Berlin-Hagen and Kolner-Hagen Companies, the first thing to
do would be to postpone the hearing on this cancelment suit,
now set for Eebruary 5th, since if an agreement is made, the
suit would not be preBBed, and I have made this suggestion in my
cablegram.

You also refer in youfc letter to the fact that in
your opinion "it is of the highest importance that the German
Company takes up the manufacture of the Edison accumulator",
since our patent Ho. 137,142 (Eolio 67) required to be worked
before September 27th, 1905. Mr. Bergmann, 1, understand, expects
to sail for .America on Eebruary 6th and will be here only about
two weeks, and upon his return it is possible that aotive manu*
faoturing operations may shortly be commenced. However, if you
explain the situation to Mr. Bergmann, he will no doubt do every¬
thing that you may consdder necessary in the way of actual menu-

faoture, in order that our patent may not be successfully at**
tacked. It has always seemed to me that the German Company
has done all that could be expected of it in the way of working
our patents, and has expended large sums of money in rotating
its factory and equipping the necessary machinery, and ha's shown
an earnest intention of going ahead with actual commercial opera-
tions in good faith. At the same time, the maintenance |of the
German patents rests with you and Mr. Bergmann, and Mr. Bergmann
must do everything that you fool is necessary to keep the patents
in foroe.

std/abk.

Yours very truly,

Edison Storage Battery Oo . ,
rrlon Ridge, W. J,

Pittsburg, Pa.,

th , 1906 .

Dear Sirs:

A little more than a year ago 1 ordered from the Pope Motor'
Oar Oo., Indianapolis;: through its afient, Mr. Anderson, of the Edge-
worth Machine Co., Edgeworth, Pa., a Waverly Electric Automobile, which
I had them manufacture especially for your battery, and had them purchase
for me a battery which I placed in tho machine. I did this on the

strength of the claims made for the battery in your circulars issued to

J) t-v

the public, and of the representations made by your agent at the St.

Louis Exposition as to what the battery would do. Por the purposes for
which I wished to use the vehicle, it was of no use unless it would run
at least fifty miles over first-class roads on a single charge , and X
did not wish to be constantly repairing it and replacing plates.

The statements made to me by your Agent and by the circulars pub¬
lished by you, were to the effect that the- battery would carry an auto¬
mobile at least sixty-five miles over any hind of fairly good roads
upon one charge, and was practically indestructible, that, is, that it
would not wear out, but would be guaranteed for a year, and would pro¬
bably be as good as new at the end of several years. Relying upon these
representations and guarantees, I had the machine made specially equip¬
ped for your battery, and not of a shape suitable for the old form of
batteries, at a cost to me of a little more than .f?1400. The best ser¬
vice I could get out of it upon a full charge, after having it under
charge several times as long as you said was necessary to charge it,
was .about forty miles over perfectly smooth and level macadamized roads,
being not quite equal to what my neighbors get out of a Sperry battery;

page 2.

and in a short time the power of the battery ran down so that it would .
only run about -ten miles. When I complained of this through Jtr, Ander¬
son, you very kindly sent me another battery of the same type, not quite
as good as the first one, out of which I could get only a distance of
about twenty-five miles, and informed me in your letters to him, which
I have in my possession, that by the first of the year you would have
manufactured and ready for delivery a battery which would more than come
up to your representation and promises in relation to the former one,
and that you would supply me with one of the new batteries in place of
the' old one. Upon the strength of this, I put the machine away and
quit using it, waiting until I could got the new battery.

I find now by your letter of February 13th to Mr. Anderson that
your new battery will not be ready until the end of the year 1906, and
learn from your Mr. Bee, through Mr: Anderson, that the battery when
made will not be of a shape adapted to use in my vehicle. I have on
hands now the battery and vehicle stored away in my stable, and of no
use whatever to me, representing a loss of over 41400, caused entirely
by your failure to keep your promises in regard to your battery.

If you will return the money paid for the battery, I will return
you the battery and will sell the vehicle without the battery for any¬
thing I can get for it and stand the loss upon it myself. If you will
not return the money paid you for the battery and signify your intention
so to do to me within ten days from this date, I will bring an action
against your Company for the entire amount of my loss, namely, a little
over §1400 .

Yours truly,

March 15,1906.

Henry A. Davis, Esq.,

433 Eifth Avenue,

Pittsburgh, Pa.

Dear Sir:-

Your favor of the 9th inst. to the Edison
Storage Battery Company has been referred to me. I think
it very probable that your battery may not have had proper
attention at the garage, aB we have found this to be the
case in many instances. PoBBibly also, your vehicle may
not be of the type that would give the best results in
practice. Under the circumstances I do not see upon
what theory you could expect to recover from the Storage
Battery Company notonly the cost of the battery, but also
the cost of the vehicle. At the same time, the company
is willing to do anything that might be considered reason¬
able, in view of your disappointment. Of course, you will
understand that having already sent you another battery
in place of the one originally purchased by you, the com¬
pany has incurred a very considerable loss, and sides you
have had more or Iosb use of the second battery sent you

No. 2 - Henry A. Davie, Esq.

free of ooat, I think that you ought to he satisfied to
reoeive less than the coBt prioo to you. Kindly let me
lenow what you would he willing to accept as a satisfactory
settlement . You understand, of course, that in making
this proposition to you, I do so without prejudice to anjr
defense which we might make in oase the matter is not adl
justed. I think upon reflection, you will Bee that the
company is disposed to do anything within reason, and I
hope you will meet me in the same spirit.

Yours very truly,

ELD/ARK.

[ATTACHMENT!

letter from Mr. Davie making proposition to settle
for four hundred and fifty dollare ( $450.) and our
letter accepting eame, in possession of Mr. Randolph.
Given to him on March 29th, 190$.

March 22,1906',

S. Borgiaann, Esq.. ,

Berlin, Germany.

Dear Mr. Bergmann:-

l"!y correspiondent at Stockholm writes
me that he is informed that one of the officials of the
Swedish Patent Office, who has occasion to pasa upon Mr. -
Edison' s. applications, is at the same time the legal ad¬
viser of Mr. Jungnor and the Jungner Accumulator Company.

Of course such a condition is simply outrageous and would
account for a good deal of the difficulties we have had
in Sweden. Can you give mo the name of a reliable attorney
in Stockholm, who understands English and with, whom I can
correspond regarding this matter?

Yours very truly,

EDD/AKK.

April 20,1906*

Aug, jjagelin, Eaci. ,

Drottninggatan 8,

Stockholm, Sweden ,

Dear Sir*-

R3. HUXTMAU: Your favor of the 7th inst. has
been received arid in accordance with, your suggestion I beg to
enclose a letter which you can show to the Director-in-Chief

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